Mr. Peter Montross reports

VENZEE TECHNOLOGIES ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED TRANSACTION TO ACQUIRE JASPER PIM SOLUTION BUSINESS FROM DIGITAL COMMERCE PAYMENTS, COMPLETION OF $1 MILLION PRIVATE PLACEMENT, SETTLEMENT OF OUTSTANDING DEBT AND PROPOSED NAME CHANGE

Venzee Technologies Inc. has completed the previously announced transaction with Digital Commerce Payments Inc. (DCP) to acquire DCP's Jasper software-as-a-service (SaaS) product information management (PIM) solution business, pursuant to a transaction agreement dated Oct. 31, 2025. The Jasper PIM solution is a tool that helps e-commerce merchants organize their inventory data and syncs that data to e-commerce platforms, allowing merchants to build better online products and get to market faster. All dollar figures are in Canadian dollars, unless otherwise noted.

Summary of transaction

On Dec. 31, 2025, Venzee completed its acquisition of the Jasper business, including the right to use related software, for consideration of $2.85-million, which was satisfied through the issuance of 30 million common shares in the capital of Venzee to DCP. The purchase price is not subject to any adjustments. As described in further detail in the company's information circular dated Nov. 7, 2025, the consideration for the transaction was allocated $1.6-million to the licence of the Jasper software and $1.25-million to the other assets, properties and rights comprising the Jasper business. The Jasper software licence is a perpetual licence for the Jasper software, subject to the terms and conditions of the right of use agreement governing its licence, and does not convey ownership of the Jasper software.

In accordance with the terms of the asset conveyance agreement governing the transfer of the Jasper assets, DCP's total liability for indemnification and other claims pursuant to the asset conveyance agreement in respect of the Jasper assets is capped at $1.25-million, except in respect of any claim relating to intentional misrepresentation and fraud. In accordance with the terms of the right of use agreement, DCP's total liability for indemnification and other claims pursuant to the right of use agreement relating to the Jasper software licence cannot exceed the amounts paid to DCP in the 12-month period preceding the event giving rise to the claim and is therefore capped at $1.6-million.

Under the asset conveyance agreement, the company has assumed and agreed to pay and discharge all liabilities associated with or relating to the Jasper assets or the Jasper business arising out of events or circumstances that occur after the closing of the transaction. These liabilities represent ordinary course liabilities to perform under supplier and customer contracts and are not material. Any provision of support, maintenance and other services related to the Jasper software by DCP or a third party service provider designated by DCP would be subject to Venzee entering into a separate agreement with DCP or such third party service provider.

Reference should be made to the full text of the asset conveyance agreement and the right of use agreement, the forms of which are appended to the transaction agreement available under the SEDAR+ profile of Venzee.

All shares issued pursuant the transaction were issued at a deemed issue price of 9.5 cents per share, which was the closing price of the shares on the TSX Venture Exchange on Oct. 31, 2025, being the last trading day prior to announcement of the transaction. Shares issued pursuant to the transaction are subject to escrow requirements of the TSX-V and will be released over a 36-month period from the date of the TSX-V's bulletin with respect to the transaction, with 10 per cent being released on the date of the bulletin and 15 per cent being released at six-month intervals following such date. No finders' fees were payable in connection with the transaction.

Debt settlement

As part of the transaction, DCP and its affiliates agreed to convert all of the outstanding debt owing to them by Venzee into shares, and Venzee sought the agreement of each other holder of Venzee's convertible debentures to convert their convertible debentures into shares. The debt settlement was completed concurrently with the transaction. Pursuant to the debt settlement, a total of 30,591,845 shares were issued, as follows:

• DCP was issued 9,837,147 shares in satisfaction of $828,000 in unpaid consulting fees and $106,529 accrued and unpaid interest thereon relating to consulting services provided by DCP to Venzee since the third quarter of 2023.
• DCP was issued 12,285,853 shares in satisfaction of $1.01-million and $157,156 accrued and unpaid interest owing by the company to DCP pursuant to cash loans and accrued interest evidenced by the promissory notes.
• DCP was issued 83,605 shares in satisfaction of $28,392.31 (U.S.) of indebtedness owing by Venzee to certain former employees, which was assumed by DCP at a discounted purchase price of $5,678.46 (U.S.).
• Pateno Payments Inc., an affiliate of DCP, was issued 3,464,427 shares in satisfaction of $290,000 principal amount of convertible debentures and $39,121 accrued and unpaid interest thereon.
• Other holders of convertible debentures were issued an aggregate of 4,920,813 shares in satisfaction of $405,000 aggregate principal amount of convertible debentures and $62,477 accrued and unpaid interest thereon.

An aggregate $50,000 principal amount of convertible debentures and approximately $8,349 of accrued and unpaid interest remain outstanding, and were not converted into shares pursuant to the debt settlement, representing convertible debentures held by holders who did not agree to participate in the debt settlement. The company is continuing to pursue conversion of such convertible debentures into shares on the same terms as the debt settlement.

All shares issued pursuant the debt settlement were issued at a deemed issue price of 9.5 cents per share. No finders' fees were payable in connection with the debt settlement.

Private placement

In connection with the transaction, on Dec. 31, 2025, Venzee issued 10,526,316 shares to Pateno at a price of 9.5 cents per share for aggregate gross proceeds of approximately $1-million on a private placement basis.

Venzee proposes to offer and issue up to an additional 21,052,631 shares at a price of 9.5 cents per share for aggregate gross proceeds of up to an additional $2-million on a private placement basis. Proceeds of such private placements will be used to finance Venzee's working capital needs relating to the operation of the Jasper business. The private placement may be completed on one or more closing dates. It is anticipated that there will be no finders' fees payable in connection with the private placement. Shares issued to Pateno and otherwise pursuant to the private placement will be subject to a hold period of four months and one day following the date of issuance, in accordance with applicable securities laws and TSX-V policies.

Proposed name change

To reflect Venzee's new Jasper business, Venzee proposes to change its name to JasperX Technologies Inc. in the first quarter of 2026. Venzee's name change will be subject to acceptance by the TSX-V and approval by its board of directors.

Disinterested shareholder approval

The transaction, the debt settlement and the private placement are each considered a related-party transaction within the meaning of TSX-V Policy 5.9, Protection of Minority Security Holders in Special Transactions, and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Please refer to Venzee's news release dated Nov. 3, 2025, and the information circular, each available under the SEDAR+ profile of Venzee, for additional disclosure provided in accordance with MI 61-101. As announced by the company on Dec. 11, 2025, the transaction, the debt settlement and the private placement were each approved by a majority of disinterested shareholders of the company in accordance with the policies of the TSX-V and MI 61-101 at the company's annual general and special meeting held on Dec. 10, 2025.

Early warning disclosures

Immediately prior to the transaction, Jeffrey J. Smith, chief executive officer of DCP and a director of Venzee, together with joint actors DCP and Pateno, had beneficial ownership of, or exercised control and direction over, 22,274,136 shares, representing approximately 44.33 per cent of the total issued and outstanding shares on a non-diluted basis. Through Pateno, Mr. Smith also exercised control and direction over $290,000 principal amount of unsecured convertible debentures bearing interest at a rate of 5 per cent per annum and convertible into an aggregate of approximately 966,666 units of the company, each comprising one share and one share purchase warrant, with each debenture warrant exercisable into a share for a period of five years from the date of issuance of such convertible debentures at a price of 48 cents per share. Assuming conversion of such convertible debentures and exercise of the debenture warrants, immediately prior to the transaction, Mr. Smith would have had beneficial ownership of, or exercise control and direction over, an aggregate of 24,207,468 shares, representing approximately 46.39 per cent of the total issued and outstanding shares on a partially diluted basis. Mr. Smith in his personal capacity had ownership and control over 1,155,953 shares, representing approximately 2.30 per cent of the issued and outstanding shares on a non-diluted basis.

As a result of the transaction, the debt settlement and the private placement, Mr. Smith, through his joint actors, acquired control and direction over an additional 66,197,348 shares, representing approximately 54.54 per cent of the total issued and outstanding shares on a non-diluted basis, being 121,367,980 shares.

Immediately following completion of the transaction, Mr. Smith, together with joint actors DCP and Pateno, has beneficial ownership of, or exercised control and direction over, 88,471,484 shares, representing approximately 72.90 per cent of the total issued and outstanding shares on a non-diluted basis. Mr. Smith, in his personal capacity, has ownership and control over 1,155,953 shares, representing approximately 0.95 per cent of the issued and outstanding Shares on a non-diluted basis.

The early warning disclosures above are issued pursuant to National Instrument 62-103, The Early Warning Systems and Related Take-Over Bids and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the company is a reporting issuer containing information with respect to the foregoing matters. The early warning report containing additional information with respect to the foregoing matters will be filed and made available under the SEDAR+ profile of Venzee.

The head office of the company is Suite 170, 422 Richards St., Vancouver, B.C., V6B 2Z4, and Mr. Smith's address is 736 Meridian Rd. NE, Calgary, Alta., T2A 2N7.

About Venzee Technologies Inc.

Venzee unlocks shareholder value by carrying out its mission to create intelligent technology that empowers companies to optimize their e-commerce execution and win on the digital shelf. Its modern PIM/PXM platform disrupts and displaces inefficient manual processes in favour of integrated, machine-driven solutions.

About Digital Commerce Payments Inc.

In a world where innovation and disruption are key to success, DCP is leading the charge with cutting-edge digital payment solutions. From seamless integrations to fully customizable options, DCP helps its customers put fast, reliable solutions at the heart of their businesses. DCP was incorporated under the laws of the Province of Alberta and is not a reporting issuer under applicable securities legislation in any jurisdiction and its securities are not listed for trading on any stock exchange.

Further information

All information contained in this news release with respect to Venzee and DCP was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

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