Venzee closes acquisition of Jasper business

Executive Summary

• Venzee Technologies Inc. completed the acquisition of Digital Commerce Payments Inc.'s (DCP) Jasper SaaS product information management (PIM) solution business for $2.85 million, paid via the issuance of 30 million common shares.
• Concurrently, Venzee settled outstanding debt by issuing approximately 30.6 million shares to DCP, its affiliates, and other debenture holders at a deemed price of 9.5 cents per share.
• The company completed a $1 million private placement with Pateno (an affiliate of DCP) and announced a proposed name change to JasperX Technologies Inc. to reflect the new business focus.

Key Details

• Acquisition Structure:

  • Target: Jasper software-as-a-service (SaaS) product information management (PIM) solution business.
  • Seller: Digital Commerce Payments Inc. (DCP).
  • Closing Date: December 31, 2025.
  • Total Consideration: $2.85 million CAD.
  • Payment Method: Issuance of 30,000,000 common shares to DCP.
  • Price Per Share: 9.5 cents (deemed issue price based on TSX-V closing price on Oct 31, 2025).
  • Asset Allocation: $1.6 million allocated to the perpetual software license; $1.25 million allocated to other assets, properties, and rights.
  • Indemnification Caps: DCP’s liability capped at $1.25 million for asset conveyance claims and $1.6 million for software license claims.
  • Escrow: Shares subject to TSX-V escrow, released over 36 months (10% at bulletin, 15% at six-month intervals).

• Debt Settlement:

  • Total Shares Issued: 30,591,845 shares.
  • Price Per Share: 9.5 cents.
  • Settlement Details:
    • DCP: Received 22,206,605 shares for $828,000 in unpaid consulting fees + $106,529 interest, and $1.01 million in loans + $157,156 interest.
    • Former Employees: DCP received 83,605 shares for $28,392.31 USD debt (assumed by DCP for $5,678.46 USD).
    • Pateno Payments Inc. (DCP Affiliate): Received 3,464,427 shares for $290,000 principal + $39,121 interest on convertible debentures.
    • Other Holders: Received 4,920,813 shares for $405,000 principal + $62,477 interest on convertible debentures.
  • Remaining Debt: $50,000 principal + ~$8,349 interest remains outstanding from holders who did not participate; Venzee is pursuing conversion on same terms.

• Private Placement:

  • Initial Closing: 10,526,316 shares issued to Pateno at 9.5 cents/share for gross proceeds of ~$1 million.
  • Proposed Additional Placement: Up to 21,052,631 shares at 9.5 cents/share for up to $2 million additional gross proceeds.
  • Use of Proceeds: Working capital needs for the operation of the Jasper business.
  • Hold Period: 4 months and 1 day for shares issued to Pateno and in the private placement.

• Corporate Actions:

  • Name Change: Proposed change to "JasperX Technologies Inc." scheduled for Q1 2026, subject to TSX-V acceptance and Board approval.
  • Shareholder Approval: Transaction, debt settlement, and private placement approved by disinterested shareholders on Dec 10, 2025.

• Ownership Changes (Early Warning):

  • Pre-Transaction: Jeffrey J. Smith (CEO of DCP) and joint actors (DCP, Pateno) held ~44.33% (22,274,136 shares) plus convertible debentures.
  • Post-Transaction: Mr. Smith and joint actors now hold 88,471,484 shares, representing ~72.90% of total issued and outstanding shares on a non-diluted basis.

Notable Quotes

• None provided in the text.