Jasper Commerce Closes Debenture Unit Financing, Consolidates Loans and Issues Options

Vancouver, British Columbia–(Newsfile Corp. – December 22, 2023) – 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 a non-brokered private placement offering (the “Offering“) of units (“Units“). The aggregate subscription price for the Units issued totals CAD$115,500. The Company may close further tranches of the financing of an additional CAD$34,500 in total.

Each Unit is comprised of: (i) $1,000 principal amount of 15% secured convertible debentures (“Debentures“) issued by the Company with a maturity date (“Maturity Date“) of three years from the date of issuance; and (ii) 19,000 common share purchase warrants of the Company (each, a “Warrant“).

The principal amount of the debentures less a 5% closing fee are convertible into common shares of Jasper at a conversion price of $0.05 per share for one year, and at $0.10 per share thereafter.

The Debentures are secured obligations of the Company and will have a floating charge over the Company’s assets and will rank pari passu with the $900,000 of secured convertible debentures issued by the Company between February and April of 2023.

Each Warrant is exercisable into one common share in the capital of the Company at an exercise price of $0.05 for a period of five years following the closing date of the Offering.

“Jasper has made significant progress in reducing its operating expenses in the last year,” commented Ken Gutierrez, Jasper’s Interim CEO. “The influx of this additional capital shall provide for further stability of Jasper’s cash position as it continues to focus on improving its operating results.”

The Offering received the conditional approval of the TSX Venture Exchange (the “Exchange“) prior to closing but is subject to the final approval of the Exchange. All securities issued pursuant to the Offering are subject to a four-month hold period until April 22, 2024. Insiders purchased a total of 10.5 Units. The Company intends to use the proceeds of the Offering for general working capital purposes.

Insider Participation in Offering

As certain officers, directors and/or 10%+ shareholders of the Company may participate 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.

Loan Consolidation

Jasper Commerce Inc. consolidated six Secured Promissory Notes constituting in the aggregate a principal amount of three-hundred-thousand dollars ($300,000) into one loan. The maturity date of the combined loan is December 21, 2026. Interest continues to accrue on the unpaid principal at 8% per annum. Unpaid interest and the outstanding Principal are payable on the Maturity Date, provided however, that the Borrower may repay the Principal and any accrued and unpaid interest in full or in part at any time.

Options Issuance

Jasper today announces the granting an aggregate of 2,450,000 stock options under the Company’s stock option plan to employees, officers and directors of the Company with an exercise price of $0.05 per common share, vesting immediately, and exercisable for a period of five years from the date of grant. 1,750,000 of these options were granted to employees and officers, and 700,000 to directors.

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.

For more information

Mag Saad, Chairman
magpsaad@gmail.com
(416) 930-1659

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.

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