Mr. Ghassan Halazon reports

EMERGE ANNOUNCES 100% DEBENTUREHOLDER APPROVAL OF AMENDMENTS TO CONVERTIBLE DEBENTURES, PROVIDES NOTICE OF EXERCISE OF REDEMPTION RIGHT AND INTEREST CONVERSION RIGHT

Further to Emerge Commerce Ltd.'s news releases dated March 22, 2024, and April 12, 2024, 100 per cent of the holders of the 10 per cent senior unsecured convertible debentures that were issued by the company on Nov. 24, 2022, pursuant to a debenture indenture (the original indenture) dated Nov. 24, 2022, between the company and TSX Trust Company (the trustee), represented in person or by proxy at a meeting of holders, representing $2,103,000 in principal amount out of an aggregate total of $2,781,000 in principal amount of debentures issued and outstanding, or approximately 75.6 per cent of such principal amount, have approved an extraordinary resolution (as defined in the original indenture) approving the proposed amendment of certain terms of the debentures and have authorized the trustee to enter into a supplemental indenture giving effect to the amendment.

Ghassan Halazon, founder and chief executive officer of Emerge, commented: "We appreciate the strong vote of confidence and unwavering support displayed by our holders in agreeing to restructure the debentures in a manner that we believe is in the best long-term interest of all stakeholders. The approved amendment and the redemption, once completed in May, will effectively reduce our debt by $1.39-million, with approximately 50 per cent of the debentures expected to convert to equity on the redemption date at the agreed 13.5-cent conversion price. The amendment, the redemption and the conversion of interest are also expected to save Emerge approximately $140,000 in annualized interest expense during the extended term of the debentures, with the debentures now being due in November, 2026, instead of November, 2025. The debentures now have an adjusted conversion price of 13.5 cents, in turn increasing the possibility of further debt reduction down the line."

An aggregate of 2,781 debentures are issued and outstanding, each with a principal amount of $1,000. The original terms of the debentures provided the debentures would mature on Nov. 24, 2025, the principal amount of the debentures was convertible into common shares of the company at a conversion price of 20 cents per common share and, upon the volume-weighted average price (as defined in the original indenture) for 10 consecutive trading days exceeding 50 cents per common share, the company would have the option to force the conversion of the debentures at the original conversion price.

Pursuant to the amendment, the debentures will mature on Nov. 24, 2026, the principal amount of the debentures is convertible into common shares at a reduced conversion price of 13.5 cents per common share and, upon the VWAP (as defined in the original indenture) for 10 consecutive trading days exceeding 25 cents per common share, the company will have the option to force the conversion of the debentures at the reduced conversion price. The amendment also (a) provides 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, less any taxes required to by law to be deducted, in cash or in common shares, at the company's discretion, with any common shares to be issued at the new conversion price; (b) provides the company with a right (the interest conversion right) to settle accrued but unpaid interest, less any taxes required to 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 (the settlement price) equal to the greater of the reduced conversion price and the lowest price permitted by the TSX Venture Exchange pursuant to TSX-V Policy 4.3 -- Shares for Debt (the issuance of common shares to settle such interest amounts is a shares for debt settlement); and (c) provides 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 TSX-V has conditionally approved the amendment and the company and the trustee have executed the supplemental indenture with effect as of April 29, 2024.

In accordance with the original indenture, as amended by the supplemental indenture, the company hereby provides notice to the debentureholders of its decision to exercise the redemption right and to redeem 50 per cent of the aggregate principal amount of the 2,781 debentures currently outstanding, subject to rounding, in accordance with the indenture. As a result of this rounding, an aggregate of $1,391,000 of principal amount will be redeemed on a pro rata basis. The company has elected to settle the redemption amount by the issuance of 10,303,703 common shares, which shares will be issued at the reduced conversion price.

The date fixed for the redemption is May 6, 2024.

Completion of the redemption remains subject to final TSX-V approval of the amendment. In the event final TSX-V approval of the amendment is not received on or before the second business day (as defined in the indenture) preceding the redemption date, then the redemption will not proceed.

An aggregate of $48,685 in unpaid interest is expected to have accrued on the redemption amount as of the redemption date, calculated in accordance with the indenture. Interest on the principal amount of the redeemed debentures will be payable on the redemption date and interest on the redeemed debentures will cease to accrue on and after the redemption Date.

In accordance with the indenture, the company hereby also provides notice to the debentureholders of its decision to exercise the interest conversion right, and to settle the interest amount by the issuance of 360,629 common shares, which shares will be issued at the reduced conversion price. This settlement will be a shares for debt settlement and it remains subject to TSX-V approval. In the event that conditional TSX-V approval of the shares for debt settlement is not received on or before the second business day preceding the redemption date, then the interest amount will be paid in cash on the redemption date.

Based on the register of debentures maintained by the trustee, all of the debentures are registered in the name of CDS & Co., the registration name for the Canadian Depository for Securities Ltd. (CDS). As such, CDS is the sole registered debentureholder and the redemption will take place in such manner as may be agreed upon by CDS, the company and the trustee.

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. The company's grocery businesses include truLOCAL.ca, its premium meat subscription brand, and Carnivore Club, its artisanal meat brand. Emerge's golf businesses include UnderPar, its discounted experiences business, and JustGolfStuff, its golf products and apparel brand.

We seek Safe Harbor.