Emerge Commerce Announces Closing of Upsized Non-Brokered Private Placement of Units

Executive Summary

• EMERGE Commerce Ltd. closed an upsized non‑brokered private placement of 27 million units at C$0.10 per unit, generating gross proceeds of C$2.7 million.
• Proceeds are earmarked to fund the acquisition of all assets and specified liabilities of Viral Loops from Wishpond Technologies Ltd., with cash used for purchase price and transaction costs.
• The offering included common share purchase warrants and Finder’s Warrants; a related‑party director participated without requiring shareholder approval.

Key Details

• Units Issued: 27,000,000 units at C$0.10 per unit → Gross proceeds: C$2,700,000.
• Unit Composition: 1 common share + ½ of one common share purchase warrant (exercisable until 6 Mar 2028 at C$0.15 per share).
• Finder’s Fees: Paid $80,804 in aggregate.
• Finder’s Warrants Issued: 773,000 warrants (each for 1 additional share at $0.10, exercisable until 6 Mar 2028).
• Statutory Hold Period: Securities subject to a hold period expiring 7 Jul 2026.
• Use of Proceeds: Net proceeds allocated to purchase price and transaction costs for acquiring Viral Loops assets and liabilities; consideration will be paid in cash, not company securities.
• Regulatory Conditions: Closing remains subject to final approval by the TSX Venture Exchange.
• Related‑Party Participation: A director (related party) received units; exemption applied because fair market value ≤ 25% of market cap, avoiding formal valuation and shareholder approval requirements.

Notable Quotes

“Thanks to the exceptional investor demand for this concurrent financing, we were able to ultimately close on $2.7M in gross proceeds, securing the capital necessary to fully fund the Viral Loops acquisition, and in the process, strengthen our balance sheet.” – Ghassan Halazon, Founder and CEO, EMERGE Commerce Ltd.