Mr. Ghassan Halazon reports

EMERGE PROVIDES CASH FLOW FIGURES FOR VIRAL LOOPS

Emerge Commerce Ltd. has provided additional financial disclosure pertaining to Viral Loops, its latest acquisition, which was completed on March 10, 2026.

As previously announced, Viral Loops generated approximately $1.3-million of revenue, an 86-per-cent gross margin and $800,000 of adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) (1) (adjusted EBITDA (1) margin of approximately 61 per cent) in 2025 (unaudited).

Emerge is also sharing the following information regarding Viral Loops, based on preliminary (unaudited) results for 2025:

• Cash flow: $700,000;
• Adjusted EBITDA to cash flow conversion (1): 86 per cent.

Based on these results, the $2.3-million total purchase price for Viral Loops represents approximately 3.3 times cash flow.

Ghassan Halazon, Emerge founder and chief executive officer, commented: "With cash flow becoming an increasing priority at Emerge, we wanted to give investors more visibility into Viral Loops' cash flow profile. This level of cash generation demonstrates the quality of the earnings and the asset-light nature of the platform. Viral Loops operates with a lean team, a disciplined marketing budget and minimal working capital requirements, which has translated into consistent profitability and cash generation. We look forward to integrating Viral Loops and strengthening Emerge over all."

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. The company's D2C portfolio spans its grocery and golf verticals. truLOCAL is the company's flagship Canadian meat and seafood subscription service. Its golf vertical includes UnderPar (discounted golf experiences), JustGolfStuff and Tee 2 Green (discounted apparel and equipment). Emerge B2B houses Viral Loops, the company's 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.

Preliminary unaudited financial information

The financial and operating results included in this news release are based on preliminary unaudited estimated results that have not yet been finalized. These estimated results are subject to change upon completion of the Q4 (fourth quarter) 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 auditor, 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.

(1) Non-GAAP (generally accepted accounting principles) measures

This news release makes reference to certain non-GAAP measures. These non-GAAP measures are not recognized measures under IFRS (international financial reporting standards), do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable with 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 with 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 continuing operating cash flow to finance future working capital needs and finance future capital expenditures or acquisitions.

Adjusted EBITDA to cash flow conversion is equal to cash flow for the period divided by adjusted EBITDA for the period.

A reconciliation of the adjusted measures is included in the company's management discussion and analysis for the three months ended Sept. 30, 2025, available through SEDAR+.

We seek Safe Harbor.