Ms. Dasha Enenko reports

EMERGE COMMERCE ANNOUNCES UPSIZE TO NON-BROKERED PRIVATE PLACEMENT OF UNITS

Due to strong investor demand, Emerge Commerce Ltd. has increased the size of its previously announced $1.8-million non-brokered private placement financing. The newly upsized offering will comprise an aggregate of 25 million units in the capital of the company at a price of 10 cents per unit for aggregate gross proceeds of $2.5-million. Each unit consists of one common share in the capital of the company and one-half of one common share purchase warrant, with each warrant exercisable for a period of 24 months from the date of issuance at an exercise price of 15 cents per share.

The company anticipates the closing of the offering to be on or around March 4, 2026.

Ghassan Halazon, founder and chief executive officer of Emerge, commented: "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. The upsized offering is meant to now fund the entire purchase price, including the deferred consideration and transaction costs, allowing the company to more fully retain the cash flow generated by Viral Loops, and in the process, strengthen the balance sheet."

The securities issued pursuant to the offering will be subject to a four-month hold period pursuant to securities laws in Canada.

The company intends to allocate the net proceeds of the offering toward the purchase price and transaction costs associated with the transaction. The consideration will not be satisfied with securities of the company.

The closing of the offering is subject to certain conditions including, but not limited to, the submission of all required forms to the TSX Venture Exchange and the closing of the offering.

The company expects certain related parties as defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101) to participate in the offering. Any such resulting related party participation is expected to be exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101 as the fair market value of any units issued to such persons will not exceed 25 per cent of the company's market capitalization.

About Emerge Commerce Ltd.

Emerge is a portfolio of premium e-commerce brands and technologies. The company's subscription, marketplace and retail businesses provide the company's members with access to offerings across its grocery and golf verticals. truLOCAL is the company's flagship Canadian meat and seafood subscription service, connecting local farmers with a health-conscious audience. The company's golf vertical includes its discounted tee-times/ experiences brand, UnderPar, and its discounted golf apparel and equipment brands, JustGolfStuff and Tee 2 Green. Emerge is publicly traded on the TSX Venture Exchange under the symbol ECOM and on the OTC U.S. under the symbol EMCMF.

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