MONTREAL, July 16, 2020 (GLOBE NEWSWIRE) — (CSE:EMER) Emergia Inc. (the “Corporation or “Emergia“) is pleased to announce that, subject to regulatory approval, it has completed the first closing (the “First Closing“) of its previously announced private placement of up to $15,000,000 (the “Private Placement“) comprising of up to 20,000,000 units of the Corporation (the “Units“) at a price of $0.75 per Unit. At the First Closing, the Corporation has issued 8,948,352 Units at a price of $0.75 per Unit for total amount of $6,711,264 in full satisfaction of an aggregate outstanding debts of the Corporation in such total amount (the “Debt Settlement“) or in cash.
Each Unit is composed of one Class A Common Share in the capital of the Corporation (a “Common Share“) and a Common Share purchase warrant (a “Warrant“) entitling the holder to purchase one Common Share at a price of $1.25 per Common Share until December 31, 2021. The Common Shares will be listed on the Canadian Stock Exchange (the “CSE“).
“This first closing of our private placement and debt settlement marks another important step in our efforts to improve our balance sheet and position our Corporation for future growth”, said Henri Petit, President and CEO of Emergia. We are delighted with the confidence our creditors show in the management's ability to execute Emergia's reorganization plan and in the Corporation's capacity to realize its development projects, allowing it to pursue its objective of growth and valuation of the Corporation's assets.”
In the course of this Debt Settlement, the Corporation issued 3,423,056 Units to subscribers who are related parties of Emergia under Multilateral Instrument 61-101 ("MI 61-101"). Emergia is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value of the consideration for the securities of the Corporation to be issued to insiders does not exceed 25% of its market capitalization.
As part of the Debt Settlement and pursuant to the prospectus exemption of section 2.14 of National Instrument 45-106 – Prospectus Exemptions, Mr. Henri Petit, President and CEO of the Corporation, settled $1,522,292 of debt, comprising of advances made to the Corporation and accrued and unpaid compensation, in exchange of the issuance of 2,029,722 Units. Prior to the Debt Settlement, Mr. Petit owned, directly or indirectly or exercise control or direction over 2,724,335 Class A Common Shares and 1,000,000 Class B Common Shares, representing …
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