Mr. Ghassan Halazon reports

EMERGE COMMERCE ANNOUNCES CLOSING OF UPSIZED NON-BROKERED PRIVATE PLACEMENT OF UNITS

Emerge Commerce Ltd. has completed the previously announced non-brokered private placement described in its news releases dated Feb. 19, 2026, and Feb. 23, 2026.

In connection with the closing of the offering, the company issued an aggregate of 27 million units in the capital of the company at a price of 10 cents per unit for aggregate gross proceeds of $2.7-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 until March 6, 2028, at an exercise price of 15 cents per share.

The company paid aggregate finders' fees of $80,804 and issued 773,000 common share purchase warrants in connection with subscriptions from subscribers introduced to the offering by certain finders. Each finder's warrant is exercisable to acquire one additional share at an exercise price of 10 cents per share until March 6, 2028, which is 24 months from the date of issuance.

Ghassan Halazon, founder and chief executive officer of Emerge, commented: "Thanks to the exceptional investor demand for this concurrent financing, we were able to ultimately close on $2.7-million in gross proceeds, securing the capital necessary to fully finance the Viral Loops acquisition, and, in the process, strengthen our balance sheet. With this upsized offering, Emerge expects to fully retain the cash flow generated by Viral Loops following closing. We're grateful for the continued support of our long-standing investors and are excited to welcome some new shareholders who also participated in this strategic financing as we embark on this next phase of growth."

The securities issued under the offering, including the finders' warrants, and any shares that may be issuable on exercise of any such securities will be subject to a statutory hold period expiring four months and one day from the date of issuance of such securities, being July 7, 2026.

The company intends to allocate the net proceeds of the offering toward the purchase price and transaction costs associated with the acquisition of all assets of Viral Loops and specified liabilities from Wishpond Technologies Ltd. The consideration for the acquisition will not be satisfied with securities of the company.

The offering remains subject to final approval of the TSX Venture Exchange.

A director of the company, being a related party to the company as defined in Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), participated in the offering. Such related-party participation is exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101 as the fair market value of the units issued to the director does 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. Its subscription, marketplace and retail businesses provide its members with access to offerings across its grocery and golf verticals. truLOCAL is its flagship Canadian meat and seafood subscription service, connecting local farmers with a health-conscious audience. Its golf vertical includes its discounted tee-times/experience 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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