Toronto, Ontario–(Newsfile Corp. – November 25, 2020) – Aumento Capital VII Corporation (TSXV: AUOC.P) (“Aumento” or the “Company“) announces that, in connection with the conditional approval of the TSX Venture Exchange Inc. (the “TSXV“) regarding the previously announced business combination (the “Transaction“) with Emerge Commerce Inc. (“Emerge“) and certain other transactions related thereto, the filing statement of the Company dated November 23, 2020 (the “Filing Statement“), which describes the Transaction and certain other related transactions which have occurred or will occur prior to or in connection with, the Transaction, has been filed on SEDAR under the Company’s profile at www.sedar.com.
The Transaction will constitute a change of business and reverse takeover of Aumento pursuant to TSXV Policy 5.2 – Changes of Business and Reverse Takeovers such that, upon completion, Emerge will be a wholly-owned subsidiary of Aumento. In connection with the Transaction and prior thereto, the Company will change its name from Aumento Capital VII Corporation to Emerge Commerce Inc., and consolidate its share capital (the “Consolidation“) on the basis of three quarters (0.75) of a post-consolidation common share for every one (1) common share of the Company. For additional details concerning the Transaction, please refer to the Company’s news releases dated May 19, 2020, July 17, 2020, August 25, 2020, and October 16, 2020 (the “Press Releases“).
The scheduled date of the Closing is December 7, 2020. A further press release will be disseminated upon closing of the Transaction in compliance with the policies of the TSXV.
Further to the Press Releases, the Company will not be obtaining shareholder approval for the Transaction as the Transaction is not a Related Party Transaction (as defined in the policies of the TSXV) and there are no other circumstances exist which may compromise the independence of the Company or other interested parties, such as the Company’s director or officers, the Company is currently without active operations and it is not subject to a cease trade order or otherwise suspended from trading.
Interim Financial Statements
Aumento also announces that it has refiled its unaudited interim financial statements for the six month period ended June 30, 2020 (the “Interim Filings“), originally filed on August 31, 2020, to remove the “Notice of No Auditor Review of the Interim Financial Statements” and to amend minor typographical errors, following the review of the Interim Filings by the auditors of Aumento as required pursuant to applicable securities laws in connection with the filing of the Filing Statement. The refiled Interim Filings have been filed on SEDAR and may be viewed on Aumento’s profile at www.sedar.com.
Completion of the Transaction is subject to a number of conditions including, but not limited to, final TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed, or at all.
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Aumento should be considered highly speculative.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
Notice regarding forward-looking statements:
This release includes forward-looking statements regarding Aumento, Emerge, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Transaction, the terms on which the Transaction are intended to be completed, the ability to obtain regulatory approvals, and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Transaction, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the e-commerce industry, the risk that Emerge and Aumento may not obtain all requisite approvals for the Transaction, including the approval of the TSXV for the Transaction (which may be conditional upon amendments to the terms of the Transaction), requirements to obtain regulatory approval, failure to obtain regulatory approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although Aumento and Emerge have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Aumento and Emerge undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
For further information please contact:
Aumento Capital VII Corporation
Roger Daher, President
Emerge Commerce Inc.
Ghassan Halazon, CEO
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/68984