Mr. Ghassan Halazon reports

EMERGE ANNOUNCES PROPOSED AMENDMENTS TO SENIOR UNSECURED CONVERTIBLE DEBENTURES

Emerge Commerce Ltd. intends to amend certain terms of the 2,781 10 per cent senior unsecured convertible debentures that were issued by the company on Nov. 24, 2022, as part of an offering of convertible debenture units of the company, with each unit comprising one debenture and 4,000 common share purchase warrants of the company. The offering was made pursuant to a prospectus supplement of the company dated Nov. 3, 2022, which supplemented a final short form base shelf prospectus of the company dated April 8, 2022. The debentures were issued pursuant to, and are governed by, a debenture indenture dated Nov. 22, 2024, between the company and TSX Trust Company.

The debentures will mature on Nov. 24, 2025, and interest is payable on the last day of March, June, September and December in each year. The principal amount of the debentures is convertible into common shares of the company at a conversion price of 20 cents per common share. Upon the volume-weighted average price (as defined in the indenture) for 10 consecutive trading days exceeding 50 cents per common share, the company has the option to force the conversion of the debentures at the conversion price.

The company wishes to extend the maturity date of the debentures to Nov. 24, 2026, to reduce the conversion price to 13.5 cents per common share and to reduce the minimum VWAP with respect to the company's option to force the conversion of the debentures to 25 cents per common share. The company further wishes to amend the indenture to provide a redemption right whereby the company will have the option to redeem up to 50 per cent of the aggregate principal amount of the debentures and to pay the principal amount and any accrued and unpaid interest thereon in cash or in common shares, at the company's discretion, with any common shares to be issued at the new conversion price.

All other terms of the debentures will remain the same.

The amendment is subject to the approval of the TSX Venture Exchange and the approval of holders of not less than 66-2/3 per cent of the principal amount of the debentures outstanding, which holder approval the company expects to seek at a meeting of the holders of the debentures.

About Emerge Commerce Ltd.

Emerge is a premium e-commerce brand portfolio in Canada and the United States. Its subscription and marketplace e-commerce properties provide its members with access to unique offerings across grocery and golf verticals. Emerge's grocery businesses include truLOCAL.ca, its premium meat subscription brand, and Carnivore Club, its artisanal/cured meat brand. Emerge's golf businesses include UnderPar, its discounted tee-times/experiences business, and JustGolfStuff, its golf products and apparel brand.

We seek Safe Harbor.