EMERGE Closes Final Tranche of Private Placement for Total Gross Proceeds of $12.1 Million, Announces Research Analyst Coverage by Canaccord Genuity and Raymond James

TORONTO, March 17, 2021 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) ("EMERGE" or the "Company"), a leading acquirer and operator of direct-to-consumer ("D2C") e-commerce brands, is pleased to announce it has closed the second and final tranche of its previously announced upsized private placement offering of special warrants ("Special Warrants") of the Company (the "Offering") bringing the total aggregate gross proceeds of the Offering to approximately $12.1 million.

The net proceeds of the Offering are expected to primarily be used for potential acquisitions, in addition to working capital and general corporate purposes.

EMERGE now has in excess of $20 million cash on hand.

"Our cash position is at an all-time high, and we are preparing to accelerate our M&A efforts. We have been impressed by the quality of target acquisition candidates that we are screening carefully, and are excited to proceed with the acquisition of the next batch of growing, profitable D2C e-commerce brands," commented Ghassan Halazon, the Company's Founder and CEO.

Initiation of Research Analyst Coverage

Coverage of the Company has been initiated by Canaccord Genuity Capital Markets ("Canaccord Genuity") and Raymond James Ltd. ("Raymond James"). Clients of Canaccord Genuity and Raymond James can access the research reports directly at their respective brokers.

All reports on EMERGE prepared by analysts represent the views of such analysts and are not necessarily those of the Company. EMERGE does not endorse the research reports of such analysts and EMERGE is not responsible for the content, accuracy or timelines provided by such analysts.

"We're pleased to see both Canaccord Genuity and Raymond James initiate coverage on EMERGE, a testament to both the growth of our business as well as the e-commerce sector at large", said Drew Green, Chairman, EMERGE.

Second and Final Private Placement Closing

Today the Company closed the  second and final tranche of the Offering for gross proceeds of $249,200 through the issuance to subscribers of 178,000 Special Warrants at $1.40 each. Each Special Warrant is exercisable for one common share in the capital of the Company (a "Common Share") at no additional cost. Each Common Share resulting from such exercise, is referred to as an "Offering Share".

The Company has agreed to prepare and file, with each of the securities regulatory authorities in the provinces of Canada in which the Special Warrants are sold, and obtain a receipt for a preliminary short-form prospectus (the "Preliminary Prospectus") and a final short-form prospectus (the "Final Prospectus"), thus qualifying the distribution of the Offering Shares.

In the event a receipt for the Preliminary Prospectus has not been issued within 60 days from the initial Closing Date, each Special Warrant will, upon the earlier of (i) four months and one day following the applicable Closing Date and (ii) the date of the issuance of the receipt for the Final Prospectus, entitle the holder thereof to receive, at no additional cost, one and one-tenth (1.10) Offering Shares per Special Warrant issued (the "Penalty Ratio") instead of one Offering Share per Special Warrant, provided that nothing shall require the Company to issue fractional securities and any fractions of Offering Shares resulting from the application of the Penalty Ratio shall be rounded down to the nearest whole number.

Securities issued in connection with the Offering will be subject to a four month hold period from the date of issue or until the date a receipt is issued for the Final Prospectus.

As consideration for its services in connection with the second tranche, the Company paid to the Agents a cash commission equal to $4,984 and issued to the Agents a total of 8,900 Special Warrants, on the same terms and conditions as those provided pursuant to the Offering, and 3,560 non-transferable broker warrants (the "Agents' Warrants"). Each Agents' Warrant is exercisable for one Common Share at a price of $1.40 per Common Share for a period of 24 months from the date of issuance. Finder's fees related to the second tranche of $14,952 were paid and 10,680 finder warrants issued (each exercisable for one Common share, at a price per Common Share equal to $1.40 for a period of 24 months from the date of issuance).

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About EMERGE:

EMERGE is a disciplined, diversified, rapidly growing acquirer and operator of D2C e-commerce brands across North America. Our network of e-commerce sites provides our members with access to meat subscriptions, groceries, golf, nearby escapes, and family offers. Our portfolio houses some of Canada's most coveted online destinations including trulocal.ca, UnderPar.com, WagJag.com, JustGolfStuff.ca, and BeRightBack.ca. EMERGE was named one of the fastest growing companies in Canada by the Startup 50, and the Globe and Mail's 2020 Canada's Top Growing Companies.

To learn more, visit www.emerge-commerce.com.

Cautionary notice

Investors are cautioned that any information released or received with respect to the transactions described herein may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. 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.

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 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 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 the risk factors discussed in the Company's filing statement which are incorporated herein by reference and are available through SEDAR at www.sedar.com. 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.

SOURCE EMERGE Commerce Ltd.

Investor Relations, James Bowen, CFA, EMERGE Commerce Ltd., 416-519-9442, [email protected]; Media Relations, Lauren Arnold, Talk Shop Media, [email protected]