Venzee Technologies Inc. Agrees to Acquire Jasper Product Information Management Solution Business from Digital Commerce Payments Inc. and Announces Proposed $3 Million Private Placement and Proposed Settlement of Outstanding Debt

Executive Summary

• Venzee Technologies Inc. entered into a definitive agreement to acquire the Jasper SaaS PIM business from Digital Commerce Payments Inc. for CAD 2.85 million in newly issued common shares.
• The transaction includes a concurrent private placement of up to 31,578,947 shares at CAD 0.095 per share for up to CAD 3 million, with DCP committing to subscribe for CAD 1 million of those shares.
• Completion is contingent on conversion of all outstanding convertible debentures into shares (Debt Settlement), TSXV approval and disinterested shareholder approval; expected closing in December 2025.

Key Details

• Consideration: CAD 2,850,000 payable in Venzee common shares at CAD 0.095 per share (price equal to the TSXV closing price on Oct 31 2025).
• Private Placement: Up to 31,578,947 shares @ CAD 0.095/share → gross proceeds up to CAD 3,000,000; DCP to subscribe for CAD 1,000,000 of this amount. Shares subject to a four‑month hold period.
• Debt Settlement: All outstanding convertible debentures (approx. CAD 290,000 principal + interest) will be converted into Venzee shares; conversion price also CAD 0.095 per share.
• Share Count Post‑Closing (Assumptions): ~121,851,310 shares issued and outstanding. Mr. Jeffrey J. Smith expected to control ~88,353,075 shares (~72.5% of non‑diluted equity).
• Board Approval: Transaction approved unanimously; conflicted directors abstained. Independent director’s fairness opinion obtained from RwE Growth Partners.
• Regulatory Requirements: Subject to TSXV approval and disinterested shareholder approval at a meeting scheduled around Dec 10 2025.
• Use of Proceeds (Private Placement): Fund working‑capital needs related to operating the Jasper Business after closing.
• Escrow/Lock‑up: Shares issued in the transaction may be placed in escrow per TSXV rules; private placement shares have a four‑month hold period.
• Related Party Nature: All three components (Transaction, Debt Settlement, Private Placement) are related‑party transactions requiring minority shareholder approval under TSXV policies and MI 61‑101.

Notable Quotes

• “The acquisition of the Jasper Business will immediately expand Venzee’s revenue streams and enhance our e‑commerce platform with AI‑driven features,” – Peter Montross, CEO, Venzee Technologies.

All boilerplate, forward‑looking statements and disclaimer language have been omitted for brevity.