EMERGE Completes Acquisition of Viral Loops, Launching Profitable B2B Vertical

CEO to Host Investor Webcast on Wednesday (March 11) at 11am ET

• Viral Loops is a B2B referral marketing platform that enables hundreds of businesses to run viral campaigns to acquire and retain customers
  
  
• Viral Loops generated CA$1.3M revenue, 86% gross margin, and CA$800K Adj. EBITDA⁽¹⁾ (~62% Adj. EBITDA⁽¹⁾ margin) in 2025 (unaudited)
  
  
• Purchase price of CA$2.3M (~2.9x Adj. EBITDA⁽¹⁾ multiple)
  
  
• Inclusive of Viral Loops, EMERGE's Pro Forma 2025 Adj. EBITDA⁽¹⁾ would have been CA$2.2M, a ~52% increase, based on preliminary (unaudited) results
  
  
• EMERGE is funding the acquisition from the cash proceeds of its recently completed private placement
  
  
• EMERGE CEO to host virtual webcast on Wednesday, March 11, 2026 at 11.00am ET (Register Below)

TORONTO, March 10, 2026 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) ("EMERGE" or the "Company"), an acquirer and operator of profitable e-commerce brands and technologies, is pleased to announce that it has closed the acquisition of substantially all assets of Viral Loops and specified liabilities from Wishpond Technologies Ltd. (the 'Seller") (the "Transaction").

Ghassan Halazon, EMERGE founder and CEO, commented, "On behalf of the EMERGE family, I would like to extend a warm welcome to the talented team at Viral Loops and their hundreds of international B2B customers. At ~2.9x Adj. EBITDA, we believe this acquisition reflects disciplined capital allocation with compelling returns, particularly for a cash flow generating technology business. Beyond the financial benefits, the Viral Loops platform provides a powerful tool to help drive referral-driven customer acquisition for our D2C brands, while enhancing the quality and durability of EMERGE's earnings and cash flow."

Founded in 2016, Viral Loops is a highly profitable, B2B referral marketing platform that enables businesses to design and manage subscription-based referral programs that drive word-of-mouth, increase retention, and reduce customer acquisition costs.

Viral Loops operates an asset-light, recurring revenue model with high gross margins and strong cash flow conversion. The business serves a diversified base of global B2B customers.

For the year ended December 31, 2025, Viral Loops generated CA$1.3M in revenue, with gross margins of ~86%, and Adj. EBITDA⁽¹⁾ of CA$800K (~62% Adj. EBITDA⁽¹⁾ margin), based on unaudited results.

Viral Loops will continue to maintain its experienced team, brand, website and its hundreds of client relationships under EMERGE.

Strategic and Financial Rationale

Viral Loops is EMERGE's first acquisition under its newly formed, EMERGE B2Bvertical, designed to complement and strengthen the Company's overall portfolio:

• Portfolio Synergies: Viral Loops' referral technology is expected to be deployed across EMERGE's Direct-to-Consumer ("D2C") Grocery and Golf verticals to drive cost-effective customer acquisitions and "word-of-mouth" campaigns
• Improved Financial Profile: The Transaction is expected to be immediately accretive to earnings and cash flow, materially improving EMERGE's consolidated margin profile:
  • Enhances Gross Margin: Viral Loops' gross margin of 86% (2025) vs. EMERGE's reported average of 36% YTD 2025
  • Strengthens Adj. EBITDA⁽¹⁾: Inclusive of Viral Loops, EMERGE's Pro Forma 2025 Adj. EBITDA⁽¹⁾ would have been $2.2M, a ~52% increase
  • High EBITDA⁽¹⁾ to Cash Flow Conversion given the asset-light nature of the business model (no inventory)
  • Reduced Seasonality and Improved Earnings Stability: Viral Loops generates recurring revenue throughout the year, which is expected to reduce the seasonality inherent in EMERGE's consumer-facing businesses and enhance overall earnings stability
  • Return on Invested Capital ("ROIC") ⁽¹⁾ expected to exceed 25% in Year 1

Go Forward Business

EMERGE now houses 5 brands across 3 verticals. The D2C portfolio includes the Grocery and Golf verticals, while EMERGE B2B houses Viral Loops. 

Transaction Overview

Pursuant to the Agreement and in consideration for the Transaction, EMERGE paid to the Seller cash consideration of $2.1M on closing of the Transaction ("Closing"), subject to certain closing adjustments, and will pay $200K in deferred cash consideration at the 1-year anniversary pursuant to a promissory note issued in favor of the Seller by EMERGE on Closing.

The purchase price equates to a ~2.9x 2025 Adj. EBITDA⁽¹⁾ multiple.

At December 31, 2025, Viral Loops had total assets of approximately $1.2M. The Company is also assuming deferred revenue liability of approximately US$82K at Closing.

All conditions precedent to the completion of the Transaction have been satisfied, including receipt of TSXV approval.

The Transaction constituted an Expedited Acquisition in accordance with Policy 5.3 of the TSX Venture Exchange.

No finder's fees were paid in connection with the Transaction.

EMERGE funded the acquisition entirely from the proceeds of its recently completed private placement. As a result, the Company expects to fully capture the cash flow generated by Viral Loops following closing.

Webcast Details

EMERGE CEO will be hosting a virtual webcast on Wednesday, March 11, 2025 at 11.00am EST to discuss the Viral Loops acquisition, overall operational progress and upcoming plans. Registration details below:

Register: 

https://us06web.zoom.us/webinar/register/WN_qTwkJlG6ShCt1KPYM0Ee3A

Webinar (Zoom) ID: 839 6020 1618

Passcode: 153084

About EMERGE

EMERGE is a disciplined acquirer and operator of profitable e-commerce brands and technologies across Direct-to-Consumer ("D2C") and Business-to-Business ("B2B") segments. Our D2C portfolio spans our Grocery and Golf verticals. truLOCAL is our flagship Canadian meat and seafood subscription service. Our Golf vertical includes UnderPar (discounted golf experiences), JustGolfStuff and Tee 2 Green (discounted apparel and equipment). EMERGE B2B houses Viral Loops, our referral marketing platform that enables hundreds of international clients to acquire and retain customers. EMERGE is publicly traded on the TSX Venture Exchange under the symbol "ECOM".

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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Preliminary Unaudited Financial Information

The financial and operating results included in this news release are based on preliminary unaudited estimated results which have not yet been finalized. These estimated results are subject to change upon completion of the Q4 2025 financial statements, and the audit of such financial statements and such changes could be material due to, among other things, the completion of EMERGE's financial closing procedures, final adjustments, review by EMERGE's auditors and other developments that may arise between now and the time the financial results are finalized. Accordingly, such estimated results are forward-looking statements (as defined below) within the meaning of applicable securities legislation and are subject to the limitations and risks described under "Forward-Looking Statements" below.

Unless otherwise noted, all amounts are in Canadian dollars.

(1) Non-GAAP Measures

This press release makes reference to certain non-GAAP measures. These non-GAAP measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing a further understanding of results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the financial information of the Company reported under IFRS. Adjusted EBITDA should not be construed as alternative to net income/loss determined in accordance with IFRS. Adjusted EBITDA do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers.

Adjusted EBITDA as defined by management means earnings before interest and financing costs, income taxes, depreciation and amortization, transaction costs, foreign exchange gains/losses, discontinued operations, unrealized gains/losses on contingent consideration and share-based compensation. Management believes that Adjusted EBITDA is a useful measure because it provides information about the operating and financial performance of EMERGE and its ability to generate ongoing operating cash flow to fund future working capital needs and fund future capital expenditures or acquisitions.

A reconciliation of the adjusted measures is included in the Company's management discussion & analysis for the three months ended June 30, 2025 in the section "Non-GAAP Financial Measures" available through SEDAR+ at www.sedarplus.ca.

Notice regarding forward-looking statements

This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including, without limitation, statements related to the TSXV's final approval in respect of the Transaction, any benefit that may be derived by the Company from the Transaction, including, without limitation, any material benefit to the working capital or financial position of the Company as a result of the Transaction, expectations regarding cash flow both as a result of the Transaction and in general, as well as other statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The forward-looking information contained herein is based on the assumptions of management of the Company as of the date hereof including, without limitation, assumptions with respect to the financial position, cash flow, and working capital of the Company, the ability of the Company to obtain TSXV's final approval for the Transaction and the satisfaction of any other conditions thereto, and the conditions of the financial markets and the e-commerce markets generally, among others. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including risks related to the disposition of a operating business by the Company, risks that the benefits derived from the Transaction may not be as expected or that the Company may not see any benefit from the Transaction, risks that each party to the Agreement may not satisfy its obligations or covenants, risks that the Company may be subject to litigation as a result of the Transaction including allegations of misrepresentation or breach of conditions or covenants, risks that the TSXV may not approve the Transaction, as well as the risk factors discussed in the Company's MD&A, which is available through SEDAR+ at www.sedarplus.ca. The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. Unless otherwise noted, all amounts are in Canadian dollars.

On Behalf of the Board
Ghassan Halazon
Director, President, and CEO
EMERGE Commerce Ltd.

SOURCE Emerge Commerce Ltd.

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