Emerge Commerce Announces Upsize to Non-Brokered Private Placement of Units

Executive Summary

• EMERGE Commerce Ltd. upsized its previously announced private placement from C$1.8 M to C$2.5 M, issuing 25 million units at C$0.10 per unit.
• Proceeds will fund the full purchase price and transaction costs of the Viral Loops acquisition, strengthening the balance sheet.
• Closing is expected around March 4, 2026, subject to customary conditions and a four‑month hold period on the securities.

Key Details

• Upsized Offering: 25,000,000 units at C$0.10 per unit → gross proceeds of C$2,500,000 (≈ US$2.5 M).
• Unit Composition: Each unit = 1 common share + ½ common share purchase warrant; each whole warrant exercisable for 24 months at C$0.15 per share.
• Use of Proceeds: Entire purchase price, deferred consideration, and transaction costs related to the acquisition of Viral Loops; proceeds will not be satisfied with EMERGE securities.
• Closing Date: Anticipated on or about March 4, 2026.
• Hold Period: Securities subject to a four‑month hold period under Canadian securities law.
• Related Party Participation: Expected participation by certain related parties exempt from MI 51‑101 valuation and shareholder approval requirements (units will not exceed 25% of market cap).
• Regulatory Conditions: Closing contingent on filing required TSXV forms and obtaining exchange approvals; securities are not registered in the United States.

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.” – Ghassan Halazon, Founder and CEO

All forward‑looking statements are subject to risks and uncertainties detailed in the release.