Vancouver, British Columbia--(Newsfile Corp. - July 3, 2024) - Jasper Commerce Inc. (TSXV: JPIM) ("Jasper" or the "Company") today announced that it has closed its previously announced transaction (the "Transaction") with Digital Commerce Payments Inc. ("DCP"), a private company that is arm's length to Jasper, pursuant to which Jasper has sold its Product Information Management business and related assets to DCP with effect from June 30, 2024. The Transaction was concluded pursuant to the terms of an asset purchase agreement among Jasper, DCP and Jasper's wholly-owned subsidiary, Jasper Interactive Studios Inc. ("JISI"), as seller.
Pursuant to the Transaction, JISI sold all of its assets to DCP for total consideration of up to $1,500,000 (subject to certain customary purchase price adjustments) with a revenue earn out over a three-year period following closing equal to 25% of gross revenue (not including sales taxes) earned by DCP in respect of the business undertaken by it in respect of the assets acquired pursuant to the Transaction subject to the maximum transaction consideration. With the completion of the Transaction, JISI does not have any active business operations or assets other than its contingent rights to receive the earn-out payments set out above, if any, and the Company's only assets will be its equity interest in JISI.
The net proceeds of the transaction after payment of the finder's fee, Jasper's transaction expenses and satisfaction of a bridge loan in the amount of $35,000 owing by JISI to DCP, are being received by JISI and will be distributed to the creditors of JISI. Following the satisfaction of the bridge loan, JISI will not have any secured creditors and the funds will be distributed to JISI's creditors in proportion to the percentage each creditor is owed of JISI's unsecured obligations. The largest such creditor is Jasper, which represents approximately 95% of the unsecured obligations of JISI. Accordingly, as proceeds are received, approximately 95% of those proceeds will be distributed to Jasper and 5%distributed among JISI's other unsecured obligations. As Jasper receives proceeds, after reserving some funds for working capital purposes, the proceeds will be paid to Jasper's secured creditors according to their priority ranking. The proceeds from the Transaction will not be sufficient to discharge all of the liabilities of Jasper on a consolidated basis. As such the Transaction will not provide any economic return for Jasper shareholders.
The Transaction constitutes an arm's length transaction within the meaning of the policies of the TSX Venture Exchange (the "Exchange") and constitutes a "Reviewable Disposition" in accordance with Exchange Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets, and therefore was subject to the requirement to obtain shareholder approval for the Transaction and to provide evidence of value in respect of same. Jasper satisfied these requirements by receiving the written consent of shareholders holding more than 50% of the issued and outstanding shares of Jasper.
A finder's fee is payable by Jasper to xiVentures Fund Management Inc., an arm's length party, equal to 3.5% of Transaction gross proceeds up to $1,000,000 and 5% on gross proceeds above $1,000,000 to the maximum gross proceeds for the Transaction of $1,500,000. xiVentures Fund Management Inc. also received a work fee of $5,000 per month for services performed in connection with the transaction over a period of six months commencing December 2023.
With the closing of the Transaction, the Company intends to focus its efforts on identifying and evaluating suitable assets or businesses to acquire or merge with, with a view to maximizing value for shareholders. The Company will have to raise additional capital to fund such initiatives. There can be no assurance that such capital will be available on reasonable terms, or at all, nor that the Company will be successful in pursuing any transaction.
Jasper's common shares remain suspended from trading as a result of a failure to meet continued listing requirements of the Exchange. It is not expected that trading will be able to resume as Jasper is not expected to meet the Exchange's continued listing requirements. The Exchange may transfer Jasper to the NEX, a separate board of the Exchange if Jasper fails to meet the ongoing minimum listing requirements of the Exchange.
Financial Results for Q3 Fiscal 2024
Jasper today announced its financial performance for the third quarter of fiscal 2024 ("Q3 2024") ending April 30, 2024. All amounts are expressed in Canadian dollars unless otherwise specified.
Jasper reported a net loss of $46,394 for Q3 2024, an improvement from the loss of $342,571 in the previous quarter and from the loss of $622,978 reported in Q3 2023. A small decline in revenue was offset by large cuts in operating costs in an effort to reduce the Company's cash burn.
The total revenue for Q3 2024 was $254,470, a decline from $257,401 in the prior quarter and from $343,515 reported in Q3 2023, reflecting customer churn and Jasper's limited resources to invest in sales and marketing efforts.
This news release should be read in conjunction with Jasper's unaudited financial statements and the accompanying notes, as at and for the quarter ended April 30, 2024. Those documents have been filed with certain securities regulatory authorities in Canada and are available on SEDAR (www.sedarplus.ca) and on the Jasper's website at www.jasperpim.com.
About Jasper Commerce Inc.
Jasper is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario and has no active business operations or assets other than its equity interest in JISI and its contingent rights, indirectly, to receive earn-out payments from the Transaction.
For further information: Mag Saad, Chairman, magpsaad@gmail.com, (416) 930-1659.
About DCPayments
In a world where innovation and disruption are key to success, DCPayments is leading the charge with cutting-edge digital payment solutions. From seamless integrations to fully customizable options, DCPayments helps companies put fast, reliable solutions at the heart of their businesses. Learn more and get in touch today at https://dc-payments.ca/contact.
For further information: Pamela Draper, President, pamela@dc-payments.ca, (587) 885-2170.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
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.
The TSX Venture Exchange Inc. has neither approved nor disapproved the contents of this press release.
Forward-Looking Statements
This release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although Jasper believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Jasper expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Forward-looking statements in this news release include statements relating to the stated plans of Jasper and JISI following completion of the Transaction and the availability of capital for such purposes.
Forward-looking information in this press release are based on certain assumptions and expected future events, namely the Company's ability to carry out its stated plans and the availability of capital for such purposes.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the inability of the Company to continue as a going concern; the Company's ability to carry out its stated plans the availability of capital for such purposes.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated, including but not limited to the Company's inability to carry out its stated plans the availability of capital for such purposes.
Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
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SOURCE: Jasper Commerce Inc.
