Mr. Ghassan Halazon reports

EMERGE COMPLETES DEBENTURE REDEMPTION, RESULTING IN $1.39M DEBT REDUCTION

Further to its news releases dated March 22, 2024, April 12, 2024, and April 29, 2024, Emerge Commerce Ltd. has completed the redemption of $1,391,000 in principal amount of its 10 per cent senior unsecured convertible debentures.

Ghassan Halazon, Founder and CEO of EMERGE commented, "The completion of this redemption effectively immediately reduces our debt by $1.39 million, with approximately 50% of the debentures converting to equity on the redemption date at the agreed $0.135 conversion price. The amendment, the redemption and the conversion of interest are also expected to save EMERGE approximately $140K 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 $0.135, in turn increasing the possibility of further debt reduction down the line. 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 Company settled the aggregate principal amount of the Redeemed Debentures by the issuance of 10,303,703 common shares of the Company, which shares were issued at a price of $0.135 per share. An aggregate of 1,390 Debentures with an aggregate principal amount of $1,390,000 remain issued and outstanding, after giving effect to the Redemption. An aggregate of $48,685 in accrued and unpaid interest on the Redeemed Debentures was settled by the issuance of 360,629 common shares of the Company, which shares were issued at a price of $0.135 per share (the "Interest Conversion").

About EMERGE

EMERGE is a premium e-commerce brand portfolio in Canada and the U.S. Our subscription and marketplace e-commerce properties provide our members with access to unique offerings across grocery and golf verticals. Our grocery businesses include truLOCAL.ca, our premium meat subscription brand, and Carnivore Club, our artisanal meat brand. Our golf businesses include UnderPar, our discounted tee-times/experiences business, and JustGolfStuff, our golf products & apparel brand.

We seek Safe Harbor.