Venzee Technologies Inc. Provides Update on Previously Announced Transaction with Digital Commerce Payments Inc. and Announces Voting Results of Annual and Special Meeting

Executive Summary

• Venzee Technologies announced that its proposed acquisition of Digital Commerce Payments’ Jasper SaaS PIM business has received conditional approval from the TSX Venture Exchange and shareholder approval at the annual general and special meeting.
• The TSXV also conditionally approved a private placement of up to 31,578,947 shares at CAD $0.095 per share for gross proceeds of up to CAD $3 million.
• All required resolutions—including approval of the transaction, debt settlement, private placement, and an omnibus incentive plan—were overwhelmingly supported by disinterested shareholders (≥ 98% in favour).

Key Details

• Transaction Status: Conditionally approved by TSXV; shareholder approvals obtained; closing anticipated by 31 Dec 2025.
• Debt Settlement: DCP will convert all outstanding debt to shares; Venzee is seeking conversion agreements from holders of its convertible debentures. Completion depends on these conversions (or a waiver at DCP’s discretion).
• Private Placement: Up to 31,578,947 shares @ CAD $0.095 per share → maximum gross proceeds CAD $3 million; TSXV conditional approval received.
• Shareholder Meeting Results (25,617,984 shares represented ≈ 51% of outstanding):
• Omnibus Incentive Plan – 86.0% For, 14.0% Against.
• Approval of Transaction – 98.5% For, 1.5% Against.
• Approval of Debt Settlement – 99.8% For, 0.2% Against.
• Approval of Private Placement – 99.8% For, 0.2% Against.
• Closing Conditions: Satisfaction or waiver of all conditions to closing for the transaction, private placement, and debt settlement as outlined in the Information Circular dated 7 Nov 2025.
• Forward‑Looking Statements: Include expectations on integration of Jasper Business, financing of integration costs, market conditions for e‑commerce software, and ability to obtain required TSXV approvals.

Notable Quotes

(No direct quotes were provided in the release.)