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VANCOUVER, BC, Feb. 16,
2023 /CNW/ - Jasper Commerce Inc. (TSXV: JPIM)
("Jasper" or the "Company"), a leading provider of
Product Information Management ("PIM") solutions, is pleased
to announce that it has closed the first tranche of its previously
announced non-brokered private placement offering (the
"Offering") of units ("Units"). The aggregate
subscription price for the Units issued in the first tranche totals
CAD$636,500, which represents the
full offering size of $500,000 plus a
partial exercise of the over-allotment option. The Company may
close further tranches of the over-allotment up to CAD$113,500 in total.
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 from
the date of issuance until 11:59 p.m on the day prior to the first
anniversary of the date of issuance and at $0.10 per Common Share thereafter, being a ratio
of 20,000 Common Shares per $1,000
principal amount of Convertible Debentures during the first year of
issuance and 10,000 Common Shares per $1,000 principal amount of Convertible Debentures
thereafter. 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 the then applicable
conversion price 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 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.
In connection with the Offering, the Company paid finder's fees
to certain registered brokerage firms, which was comprised of cash
payments of $23,800 and the issuance
of 476,000 finders' warrants exercisable at a price per Common
Share of $0.05 and having a term of
twenty-four months following issuance.
The Offering, including the terms of the Convertible Debentures,
received the conditional approval of the TSX Venture Exchange (the
"Exchange") prior to closing but is subject to the final
approval of the Exchange. The Convertible Debentures, Warrants and
any Common Shares resulting from the conversion of the Convertible
Debentures, or the exercise of the Warrants will be subject to a
hold period of four months and one day after the date of issuance
thereof. The Company intends to use the proceeds of the Offering
for general working capital purposes.
Insider Participation in
Offering
As certain officers, directors and 10%+ shareholders of the
Company participated in the Offering, the Offering is considered a
"related party" transaction subject to and in accordance with
Multilateral Instrument 61-101 ("MI 61-101") and policy 5.9
of the Exchange. The Company relied on the exemptions from the
valuation and minority shareholder approval requirements of MI
61-101 contained in Sections 5.5(a) and (b) and 5.7(1)(a) and (b)
of MI 61-101. Neither the Company, nor to the knowledge of the
Company after reasonable inquiry, a related party, has had
knowledge of any material information concerning the Company or its
securities that has not been generally disclosed.
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 Company did not file a material change report more than 21
days before the expected closing of the Offering because the
details of the participation therein by related parties of the
Company were not settled until shortly prior to the closing of the
Offering and the Company moved to close on an expedited basis for
business reasons.
Early Warning Disclosure
Pursuant to the Offering, the Company issued 150 Units
(comprising $150,000 principal amount
of Convertible Debentures and 3,000,000 Warrants) to Meteor Capital
Inc., a company controlled by Mr. Gerry
Hurlow, a director, the interim chief executive officer and
a holder of more than 10% of the shares of the Company, directly
and indirectly, for total consideration of $150,000.
Immediately prior to the completion of the Offering, Mr. Hurlow,
through Meteor Capital Inc. had ownership and/or control of
4,655,894 Common Shares on an undiluted basis and 6,077,442 Common
Shares of the Company on a partially diluted basis, representing
8.0% of the issued and outstanding Common Shares of the Company on
an undiluted basis and 18.4% on a partially diluted basis.
Following the completion of the Offering, Mr. Hurlow continued
to have ownership and/or control of 4,655,894 common shares of the
Company, representing 8.0% of the issued and outstanding shares of
the Company on an undiluted basis. Assuming the exercise of the
Convertible Debentures and the Warrants issued in connection with
the Offering and the other convertible securities of the Company
held, directly or indirectly by Mr. Hurlow, Mr. Hurlow would have
ownership and/or control, directly or indirectly, of 12,077,442
common shares of the Company, representing 18.4% of the issued and
outstanding shares of the Company on a partially diluted basis.
Mr. Hurlow's acquisition of the Units was made for investment
purposes and Mr. Hurlow intends to increase or decrease his
holdings in the Company depending on market conditions and as
circumstances warrant.
A report respecting this acquisition will be filed with the
applicable securities commissions using the Canadian System for
Electronic Document Analysis and Retrieval (SEDAR) and will be
available for viewing on the Company's profile at
www.sedar.com.
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.
SOURCE Jasper Commerce, Inc.