Mr. Ghassan Halazon reports

EMERGE SECURES 7-YEAR, $5.85M DEBT REFINANCING WITH DESJARDINS AT SIGNIFICANTLY LOWER INTEREST RATE

Emerge Commerce Ltd. has refinanced its existing $5.85-million senior credit facility with Desjardins Ontario Credit Union, securing a new seven-year term through September, 2033, along with an interest rate reduction of 3.70 per cent.

Ghassan Halazon, founder and chief executive officer , Emerge, commented: "Following our multiyear efforts, we can finally share that Emerge has officially secured a substantially lower-cost, long-term credit facility with Desjardins, one of Canada's most established financial institutions. Graduating to a traditional Canadian bank facility has been one of our key stated priorities for years and was only made possible by Emerge's significantly improved financial profile. The materially lower interest rate, combined with the elimination of recurring refinancing costs, is expected to meaningfully strengthen our cash flow, allowing us to direct the majority of these savings toward methodically reducing debt over the coming years, while preserving the flexibility to invest in our businesses and pursue accretive acquisitions as the right opportunities arise. We are grateful for the team at Desjardins for their vote of confidence in Emerge at this exciting inflection point."

Significantly reduced interest rate

Under the Desjardins credit facility, the interest rate on the principal amount owing is equal to prime rate plus 2.85 per cent compared with prime rate plus 6.55 per cent per annum under the previous facility, a 3.70-per-cent reduction, effectively lowering the interest rate from 11.00 per cent to 7.30 per cent currently.

Seven-year maturity and reduced refinancing costs

The new seven-year term loan extends Emerge's senior debt maturity to September, 2033, from October, 2027, under its previous facility, significantly reducing the refinancing risk and eliminating the recurring costs and expenses associated with its previous 12-to-18-month refinancing cycle.

In addition, Desjardins is providing Emerge with an attractive interest-bearing account for the company's cash balances, which was not available under its previous senior lending arrangement.

Collectively, the lower interest rate, reduced refinancing costs and interest income are expected to result in approximately $400,000 of cash flow savings in year 1.

Emerge intends to direct the majority of its annual cash flow savings toward methodically reducing debt over the coming years, while preserving flexibility for growth and accretive acquisitions.

$1-million line of credit provides additional flexibility

As part of the refinancing, Emerge will also have access to a $1-million revolving line of credit for working capital and other general corporate purposes, providing additional financial flexibility, particularly during seasonal periods of the year. The revolver is guaranteed by Export Development Canada (EDC) and bears interest at prime rate plus 2.00 per cent, or approximately 6.45 per cent currently.

Benjamen Pinsky, associate director, technology and innovation banking, Desjardins, commented: "Desjardins is pleased to support Emerge as it enters its next phase of growth. This financing provides the company with a long-term capital structure designed to support continued operational progress and growth across its portfolio of businesses."

Mike Murphy, chief financial officer of Emerge, commented: "This refinancing represents a major milestone in strengthening Emerge's balance sheet and materially reducing our cost of capital. We are transitioning from restrictive, short-term financing to a long-duration capital structure designed to support the next phase of Emerge's compounding strategy; generating sustainable cash flow, reducing debt over time, and investing in organic growth initiatives and accretive acquisitions."

In connection with the refinancing and termination of the company's previous senior credit facility, the company has elected to satisfy the applicable termination fee through the issuance of common shares of the company to its previous senior lender, in lieu of a cash termination fee. Pursuant to the terms of the previous credit agreement, the company has issued to an aggregate of 800,891 termination shares with the aggregate value of $67,275, equal to 1.15 per cent of the $5.85-million original facility limit. The termination shares have been issued at a share price equal to the lesser of: (i) the five-day volume weighted average trading price of the common shares on the TSX Venture Exchange ending on the business day immediately prior to the date of issuance of any such termination shares; and (ii) the closing price of the common shares on the exchange as of the business day immediately prior to the date of issuance of any such termination shares, being 8.4 cents per termination share.

The issuance of the termination shares remains subject to the final approval of the exchange.

Pursuant to the policies of the exchange and applicable securities laws, the termination shares are subject to a four-month hold period.

No finders' fees were paid in connection with the Desjardins refinancing.

Webcast

Emerge's CEO and CFO will host a virtual corporate presentation on Thursday, Sept. 24, 2026, at 11 a.m. EST.

During the webcast, Mr. Halazon and Mr. Murphy will discuss the recently completed senior debt refinancing with Desjardins, in addition to the company's overall operational progress and upcoming plans, followed by a Q&A (question-and-answer) period with investors.

Investors are welcome to submit questions in advance to investor@emerge-brands.com.

Register on-line.

About Emerge Commerce Ltd.

Emerge Commerce 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.

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