Toronto, Ontario--(Newsfile Corp. - July 17, 2020) - Aumento Capital VII Corporation (TSXV: AUOC.P) ("Aumento" or the "Corporation"), a "capital pool company" pursuant to the policies of the TSX Venture Exchange (the "Exchange"), is pleased to announce that in connection with the Corporation's previously announced proposed Qualifying Transaction (as such term is defined in Policy 2.4 - Capital Pool Companies of the Exchange's Corporate Finance Manual) (the "Proposed Transaction") with Emerge Commerce Inc. ("Emerge"), Emerge closed a private placement of 9,639,254 subscription receipts of Emerge, (the "Subscription Receipts") at a price of $0.75 per Subscription Receipt for aggregate gross proceeds of $7,229,440.50 (the "Subscription Receipt Financing").
Each Subscription Receipt will, in connection with the completion of the Proposed Transaction and the terms of the Subscription Receipt Agreement, entitle the holder to receive, without the payment of additional consideration or taking of further action, one common share in the capital of Emerge (an "Emerge Share"), subject to adjustment pursuant to the terms of the Subscription Receipt Agreement. Each Emerge Share will immediately be cancelled and a common share in the capital of the Corporation following the completion of the Proposed Transaction (the "Resulting Issuer") will be issued as consideration in accordance with the terms of the Proposed Transaction.
In connection with the Subscription Receipt Financing, Canaccord Genuity Corp. and Gravitas Securities Inc., as lead agents, and together with Haywood Securities Inc. (collectively, the "Agents") received a cash commission equal to 8.0% of the gross proceeds raised and were issued broker warrants (each, a "Broker Warrant") equal to 8.0% of the number of Subscription Receipts issued including 481,962 Subscription Receipts issued to the Agents as a corporate finance fee. The Agents also acted as advisors under a concurrent non-brokered financing comprising part of the Subscription Receipt Financing. In connection with the closing of the Proposed Transaction, the Broker Warrants and Subscription Receipts will be exchanged for like securities in the capital of the Resulting Issuer.
In addition to the completion of the Subscription Receipt Financing, a director of Aumento was granted options to purchase up to 50,000 common shares in the capital of the Corporation at an exercise price of $0.50 per share, exercisable until May 14, 2025. Such stock options were granted to replace those previously issued to David Danziger, who as previously announced resigned as an officer and director of Aumento and simultaneously divested all of his equity interests in the Corporation.
This press release contains certain forward-looking statements, including statements about the Corporation's future plans and intentions and completion of the Proposed Transaction. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
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For further information please contact:
Aumento Capital VII Corporation
Roger Daher, President
Emerge Commerce Inc.
Ghassan Halazon, CEO
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/60025