Venzee Technologies Announces Closing of Previously Announced Transaction to Acquire Jasper PIM Solution Business from Digital Commerce Payments, Completion of $1 Million Private Placement, Settlement of Outstanding Debt and Proposed Name Change

Executive Summary

• Venzee Technologies completed its acquisition of Digital Commerce Payments’ Jasper SaaS PIM business for CAD 2.85 million, paid via issuance of 30 million common shares.
• Concurrent debt settlement converted outstanding convertible debentures into approximately 30.6 million additional shares and a private placement raised roughly CAD 1 million (with an option to raise up to CAD 2 million more).
• Venzee proposes to rename itself “JasperX Technologies Inc.” in Q1 2026, subject to TSXV approval.

Key Details

• Transaction Consideration: CAD 2,850,000 total; CAD 1,600,000 allocated to a perpetual Jasper Software license, CAD 1,250,000 to other assets. Paid by issuing 30,000,000 shares at a deemed price of CAD 0.095 per share (TSXV closing price on Oct 31 2025).
• Escrow: Shares issued are escrowed for 36 months (10% released immediately, then 15% every six months). No finder’s fees.
• Debt Settlement: Converted outstanding debt into 30,591,845 shares:
• DCP received 9,837,147 shares for CAD 828,000 unpaid consulting fees + CAD 106,529 interest.
• DCP received 12,285,853 shares for CAD 1,010,000 loan principal + CAD 157,156 interest.
• DCP received 83,605 shares for USD 28,392.31 employee debt (settled at USD 5,678.46).
• Pateno Payments (DCP affiliate) received 3,464,427 shares for CAD 290,000 debenture principal + CAD 39,121 interest.
• Other convertible debenture holders received 4,920,813 shares for CAD 405,000 principal + CAD 62,477 interest.
• Remaining Debt: CAD 50,000 principal and ~CAD 8,349 interest remain unconverted; Venzee continues conversion efforts on the same terms.
• Private Placement (Dec 31 2025): Issued 10,526,316 shares to Pateno at CAD 0.095 per share for ≈CAD 1 million gross proceeds. Up‑front option to issue up to an additional 21,052,631 shares for up to CAD 2 million; proceeds earmarked for working capital to operate the Jasper Business. Shares subject to a four‑month‑plus hold period.
• Proposed Name Change: Venzee intends to rename itself “JasperX Technologies Inc.” in Q1 2026 pending TSXV and board approval.
• Shareholder Approvals: Transaction, debt settlement, and private placement approved by disinterested shareholders at the annual general and special meeting on Dec 10 2025 (per TSXV Policy 5.9 / MI 61‑101).
• Early Warning Disclosures: Post‑transaction, Jeffrey J. Smith (CEO of DCP & Venzee director) controls ~72.90% of Venzee’s non‑diluted shares (≈88.47 million shares), reflecting the combined effect of share issuances and conversions.

Notable Quotes

• Peter Montross, CEO, Venzee Technologies: “The acquisition of the Jasper Business accelerates our strategic shift toward a comprehensive e‑commerce SaaS platform and positions us for sustained growth in the digital commerce ecosystem.”

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