Emerge Commerce closes $2.7M private placement

Executive Summary

• Emerge Commerce Ltd. has closed an upsized non-brokered private placement, raising $2.7 million in gross proceeds to fund the acquisition of Viral Loops from Wishpond Technologies Ltd.
• The company issued 27 million units at $0.10 per unit, with each unit comprising one common share and one-half of a warrant exercisable at $0.15 until March 2028.
• The transaction involves related-party participation by a director, exempt from formal valuation requirements, and is subject to final TSX Venture Exchange approval.

Key Details

• Financing Structure: Non-brokered private placement of units.
• Gross Proceeds: $2.7 million.
• Units Issued: 27 million units.
• Price Per Unit: $0.10.
• Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms (Investors):
  • Exercise Price: $0.15 per share.
  • Expiration: March 6, 2028.
• Finder’s Fees: Aggregate fees of $80,804 paid to finders.
• Finder’s Warrants:
  • Quantity: 773,000 common share purchase warrants issued to subscribers introduced by finders.
  • Exercise Price: $0.10 per share.
  • Expiration: March 6, 2028 (24 months from issuance).
• Use of Proceeds: Allocation toward the purchase price and transaction costs for the acquisition of all assets of Viral Loops and specified liabilities from Wishpond Technologies Ltd.
• Acquisition Consideration: The consideration for the Viral Loops acquisition will not be satisfied with securities of Emerge Commerce Ltd.
• Statutory Hold Period: Four months and one day from issuance, expiring July 7, 2026.
• Regulatory Status: Subject to final approval of the TSX Venture Exchange.
• Related-Party Transaction: A director participated in the offering. This participation is exempt from the formal valuation and shareholder approval requirements of Multilateral Instrument 61-101 because the fair market value of the units issued to the director does not exceed 25% of the company's market capitalization.

Notable Quotes

• "Thanks to the exceptional investor demand for this concurrent financing, we were able to ultimately close on $2.7-million in gross proceeds, securing the capital necessary to fully finance the Viral Loops acquisition, and, in the process, strengthen our balance sheet. With this upsized offering, Emerge expects to fully retain the cash flow generated by Viral Loops following closing. We're grateful for the continued support of our long-standing investors and are excited to welcome some new shareholders who also participated in this strategic financing as we embark on this next phase of growth." — Ghassan Halazon, Founder and CEO