Mr. Ghassan Halazon reports

EMERGE PROVIDES UPDATE ON PROPOSED AMENDMENTS TO SENIOR UNSECURED CONVERTIBLE DEBENTURES

Emerge Commerce Ltd. has provided an update to its news release dated March 22, 2024, announcing the proposed amendment of its 10 per cent senior unsecured convertible debentures, which were issued by the company on Nov. 24, 2022, pursuant to a debenture indenture dated Nov. 24, 2022, 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 VWAP (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 proposed amendment will: (a) extend the maturity date of the debentures to Nov. 24, 2026; (b) reduce the conversion price to 13.5 cents per common share; (c) reduce the minimum VWAP with respect to the company's option to force the conversion of the debentures to 25 cents per common share; (d) provide the company with a redemption right whereby the company will have the option to redeem up to 50 per cent (subject to rounding) of the aggregate principal amount of the debentures (those debentures redeemed pursuant to the redemption right are the redemption debentures) and to pay the principal amount in cash or in common shares, at the company's discretion, with any common shares to be issued at the new conversion price; (e) permit the company to settle accrued but unpaid interest, less any taxes required by law to be deducted on the redemption debentures up to but excluding the date of redemption in cash or in common shares at the company's discretion, with any common shares to be issued at a price per share equal to the greater of 13.5 cents and the lowest price permitted by the TSX Venture Exchange pursuant to TSX-V Policy 4.3 (Shares for Debt); and (f) provide that, upon notice of the exercise of the redemption right being given, the failure for 30 days to pay interest on the redemption debentures when due will not be considered an event of default.

All other terms of the debentures will remain the same.

The amendment is subject to the approval of the TSX-V and the approval of holders of not less than 66-2/3rds per cent of the principal amount of the debentures represented at a meeting of the holders of the debentures, to be held on April 29, 2024. Any common shares issued pursuant to a shares-for-debt settlement will be issued pursuant to prospectus exemptions available under applicable Canadian securities laws and will be subject to a four-month hold period.

The company further announces its intention to: (a) exercise the redemption right and redeem 50 per cent (subject to rounding) of the aggregate principal amount of the debentures; and (b) settle the interest on the redemption debentures by the issuance of common shares at a price per share equal to the settlement price, in each case subject to receipt of the approvals. The company expects to announce this redemption and settlement of interest immediately following the meeting, assuming receipt of the holder approval.

About Emerge Commerce Ltd.

Emerge Commerce 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. Its grocery businesses include truLOCAL.ca, its premium meat subscription brand, and Carnivore Club, its artisanal/cured meat brand. Its golf businesses include UnderPar, its discounted tee-times/experience business, and JustGolfStuff, its golf product and apparel brand.

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