Venzee shareholders approve AGM resolutions

Mr. Peter Montross reports VENZEE TECHNOLOGIES INC. PROVIDES UPDATE ON PREVIOUSLY ANNOUNCED TRANSACTION WITH DIGITAL COMMERCE PAYMENTS INC. AND ANNOUNCES VOTING RESULTS OF ANNUAL AND SPECIAL MEETING Venzee Technologies Inc. has provided an update with respect to its transaction with Digital Commerce Payments Inc. (DCP) to acquire DCP's Jasper software-as-a-service (SaaS) product information management (PIM) solution business, which was previously announced on Nov. 3, 2025. Venzee is also reporting the results of its annual general and special meeting of holders of common shares of the company, held on Dec. 10, 2025. Transaction update The transaction has been conditionally approved by the TSX Venture Exchange and received requisite approvals by shareholders at the meeting, as described in further detail below. The TSX-V has also conditionally approved the company's previously announced proposed private placement of up to 31,578,947 shares at a price of 9.5 Canadian cents per share for aggregate gross proceeds of up to $3-million (Canadian). The debt settlement (as defined below) remains subject to the conditional approval of the TSX-V. As part of the transaction, DCP and its affiliates will agree to convert all of the outstanding debt owing to them by Venzee into shares and Venzee will seek the agreement of each other holder of Venzee's convertible debentures to convert their convertible debentures into shares. Completion of the transaction is conditional on, among other things, all holders of convertible debentures agreeing to convert their convertible debentures into shares, such that Venzee would have no outstanding debt on completion of the transaction. This condition may be waived at DCP's discretion. The company is in the process of seeking agreement from all holders of convertible debentures to convert their debentures into shares and this condition to closing has not yet been satisfied. Completion of the transaction, the private placement and the debt settlement remains subject to satisfaction or waiver of all conditions to closing, which are described in more detail in the company's information circular dated Nov. 7, 2025, filed on Venzee's SEDAR+ profile. It is currently anticipated that closing of the transaction will occur by Dec. 31, 2025. Annual and special meeting voting results The company is pleased to announce that all resolutions set out in the information circular were approved by shareholders at the meeting, including, as applicable, by a majority of disinterested shareholders in accordance with the policies of the TSX-V and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The total number of shares represented at the meeting was 25,617,984 shares, representing approximately 50.98 per cent of the 50,249,819 issued and outstanding shares. The results of the ballot votes on special matters approved at the meeting are set out in the attached table. Further details on these matters are set forth in the information circular filed on Venzee's SEDAR+ profile. About Venzee Technologies Inc. Venzee unlocks Shareholder value by carrying out its mission to create intelligent technology that empowers companies to optimize their e-commerce execution and win on the digital shelf. Its modern PIM/PXM platform disrupts and displaces inefficient manual processes in favour of integrated, machine-driven solutions. About Digital Commerce Payments Inc. In a world where innovation and disruption are key to success, DCP is leading the charge with cutting-edge digital payment solutions. From seamless integrations to fully customizable options, DCP helps its customers put fast, reliable solutions at the heart of their businesses. DCP was incorporated under the laws of the Province of Alberta and is not a reporting issuer under applicable securities legislation in any jurisdiction and its securities are not listed for trading on any stock exchange. Further information All information contained in this news release with respect to Venzee and DCP was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party. Completion of the transaction, the debt settlement and the private placement are subject to a number of conditions, including, but not limited to, TSX-V acceptance. There can be no assurance that such transactions will be completed as proposed or at all. We seek Safe Harbor.