VANCOUVER, BC, Jan. 26,
2023 /CNW/ - Jasper Commerce Inc. (TSXV: JPIM)
("Jasper" or the "Company"), a leading provider of
Product Information Management ("PIM") solutions, announces
a non-brokered financing consisting of units for gross aggregate
proceeds of up to $500,000 plus an
over-allotment option of up to 50% at the sole discretion of the
Company (the "Offering"). The net proceeds will be used for
general working capital and business purposes.
Each Unit is comprised of: (i) $1,000 principal amount of 12% secured
convertible debentures ("Convertible Debentures") issued by
the Company with a maturity date ("Maturity Date") of five
years from the date of issuance; and (ii) 20,000 common share
purchase warrants of the Company (each, a "Warrant").
Each Convertible Debenture is convertible at the holder's option
into fully-paid common shares of the Company ("Common
Shares") at any time prior to the Maturity Date at a conversion
price of $0.05 per Common Share,
being a ratio of 20,000 Common Shares per $1,000 principal amount of Convertible
Debentures. If the volume weighted average price of the Common
Shares for any 60 day period prior to the Maturity Date equals or
exceeds $0.35 per Common Share then
any outstanding Convertible Debentures at that time automatically
will be converted into Common Shares at $0.05 per Common Share effective the
60th day of such period.
The Convertible Debentures will be secured obligations of the
Company and will have a floating charge over the Company's assets
pursuant to a general security agreement to be entered into prior
to closing but will be subordinate to existing secured indebtedness
of the Company.
Each Warrant is exercisable into one Common Share of the Company
at an exercise price of $0.10 for a
period of 48 months following the closing date of the
Offering.
Closing of the Offering is intended to occur in one or more
tranches with the first tranche expected to close on or around
February 7, 2023. Closing is subject
to approval by the TSX Venture Exchange.
Certain subscribers under the Offering may be "related parties"
to the Company and, accordingly, the Offering may be deemed to
include "related party transactions" as defined under Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101").
Other than subscription agreements to be entered into between
such related parties and the Company relating to the issuance of
the Units pursuant to the Offering and the securities to be issued
thereunder, the Company does not anticipate entering into any
agreement with an interested party or a joint actor with an
interested party in connection with the Offering.
The Offering is expected to be exempt from the formal valuation
and minority shareholder approval requirements of MI 61-101
(pursuant to subsections 5.5(a) and 5.7(1)(a)) as the fair market
value of the related party transactions are expected to be not more
than 25% of the market capitalization of the Company.
This press release is not an offer to sell or the solicitation
of an offer to buy the securities in the
United States or in any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to qualification or
registration under the securities laws of such jurisdiction. The
securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, and such securities may not be offered or sold within
the United States or to, or for
the account or benefit of, U.S. persons absent registration or an
applicable exemption from U.S. registration requirements and
applicable U.S. state securities laws.
About Jasper Commerce
Inc.
Jasper offers a Product Information Management ("PIM")
solution that has the objective of empowering eCommerce merchants
to manage and merchandise their products from a single source of
truth, facilitating them to sell more, sell faster and work
smarter. Jasper's PIM is accessible from anywhere via a web-browser
and is intended to simplify the process by which online merchants
import product data into the PIM. Once uploaded, merchants can add
various product data including product attributes, images, videos,
marketing information, inventory quantities and price books and
efficiently merchandise their products using various features that
include, among other things, the ability to adjust product
categorization, pricing data and other key metrics. Jasper's PIM
also allows for automatic syncing to popular eCommerce storefronts,
marketplaces, or other connected channels, whenever new products
are added to the PIM.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward Looking
Statements
This news release contains projections and forward-looking
information that involve various risks and uncertainties regarding
future events. Such forward-looking information can include
statements based on current expectations involving several risks
and uncertainties without limitation and are not guarantees of the
Company's future performance. Actual results and future events
could differ materially from those anticipated in such information.
These statements are based upon the current expectations and
beliefs of management and are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. These risks
and uncertainties include, but are not limited to: the Company may
not receive conditional or final approval of the TSXV for the
Offering; the Offering may not close on or around the intended
date; the Offering may not proceed as planned; the Company may not
use the proceeds of the Offering as intended; the market for
product information management systems may not continue to grow as
expected; and the uncertainty surrounding the spread of COVID-19
and the impact it will have on the Company's operations and
economic activity in general; and the risks and uncertainties
discussed in the Company's most recent annual and quarterly reports
filed with the Canadian securities regulators and available on the
Company's profile on SEDAR at www.sedar.com, which risks and
uncertainties are incorporated herein by reference. Readers are
cautioned not to place undue reliance on forward-looking
statements. Except as required by law, the Company does not intend
and undertakes no obligation to update any forward-looking
statements to reflect, in particular, new information or future
events.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
SOURCE Jasper Commerce, Inc.