Venzee shareholders approve AGM resolutions

Executive Summary

• Venzee Technologies Inc. provides an update on its acquisition of Digital Commerce Payments Inc.'s (DCP) Jasper SaaS PIM business, confirming conditional approval from the TSX Venture Exchange (TSX-V) and shareholder approval at the annual and special meeting held on Dec. 10, 2025.
• The TSX-V has also conditionally approved a proposed private placement of up to 31,578,947 shares at 9.5 Canadian cents per share, generating up to $3 million in gross proceeds.
• Completion of the transaction and private placement remains conditional on the conversion of all outstanding convertible debentures into shares to eliminate Venzee's debt; this condition has not yet been satisfied, with closing anticipated by Dec. 31, 2025.

Key Details

• Transaction Update: Venzee is acquiring DCP's Jasper software-as-a-service (SaaS) product information management (PIM) solution business.
• Regulatory & Shareholder Approval: The transaction received conditional approval from the TSX-V and requisite shareholder approvals at the meeting held on Dec. 10, 2025.
• Private Placement Terms:
  • Issuer: Venzee Technologies Inc.
  • Shares: Up to 31,578,947 shares.
  • Price: 9.5 Canadian cents per share.
  • Gross Proceeds: Up to $3 million (Canadian).
  • Status: Conditionally approved by TSX-V.
• Debt Settlement Structure:
  • DCP and affiliates will convert all outstanding debt owed to them by Venzee into shares.
  • Venzee is seeking agreement from all other holders of convertible debentures to convert their instruments into shares.
  • Condition Precedent: Completion is conditional on all holders of convertible debentures agreeing to convert, such that Venzee has no outstanding debt upon closing. This condition may be waived at DCP's discretion.
  • Current Status: Venzee is in the process of seeking agreement from debenture holders; the condition has not yet been satisfied.
• Closing Timeline: Anticipated to occur by Dec. 31, 2025, subject to satisfaction or waiver of all conditions.
• Meeting Voting Results:
  • All resolutions in the information circular were approved.
  • Shares Represented: 25,617,984 shares.
  • Percentage of Outstanding: Approximately 50.98% of the 50,249,819 issued and outstanding shares.
  • Approvals included majority votes of disinterested shareholders per TSX-V and Multilateral Instrument 61-101 policies.

Notable Quotes

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