Emerge Commerce increases placement to $2.5-million

Executive Summary

• Emerge Commerce Ltd. has upsized its previously announced non-brokered private placement from $1.8 million to $2.5 million due to strong investor demand.
• The offering consists of 25 million units priced at $0.10 per unit, with net proceeds allocated to fund the acquisition of Viral Loops, including deferred consideration and transaction costs.
• Each unit includes one common share and one-half of a common share purchase warrant exercisable at $0.15 per share for 24 months.

Key Details

• Financing Structure: Non-brokered private placement of units.
• Upsized Amount: Aggregate gross proceeds of $2.5 million (increased from $1.8 million).
• Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Price: $0.10 per unit.
• Total Units Issued: 25 million units.
• Warrant Terms:
  • Exercise Price: $0.15 per share.
  • Duration: 24 months from the date of issuance.
• Use of Proceeds: Allocation toward the purchase price and transaction costs associated with the acquisition of Viral Loops. The consideration will not be satisfied with securities of the company.
• Closing Date: Anticipated on or around March 4, 2026.
• Hold Period: Securities are subject to a four-month hold period pursuant to Canadian securities laws.
• Related Party Participation: The company expects certain related parties (as defined in MI 61-101) to participate. This participation is expected to be exempt from formal valuation and shareholder approval requirements as the fair market value of units issued to such persons will not exceed 25% of the company's market capitalization.
• Conditions: Closing is subject to submission of required forms to the TSX Venture Exchange and other standard closing conditions.

Notable Quotes

• "We are pleased with the strong investor demand for this concurrent financing, which we believe validates the accretive acquisition of Viral Loops, as well as our overall operational execution at Emerge. The upsized offering is meant to now fund the entire purchase price, including the deferred consideration and transaction costs, allowing the company to more fully retain the cash flow generated by Viral Loops, and in the process, strengthen the balance sheet." — Ghassan Halazon, Founder and CEO