EMERGE COMMERCE LTD. ANNOUNCES MARKETED PUBLIC OFFERING CO-LED BY ECHELON CAPITAL MARKETS AND RAYMOND JAMES

/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Nov. 1, 2022 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) ("EMERGE", or the "Company"), a diversified acquiror and operator of niche e-commerce brands, is pleased to announce that it has launched a marketed public offering (the "Offering") of convertible debenture units (the "Debenture Units") of the Company for gross proceeds of up to $4,000,000 or such other amount as may be determined by the Company and the Agents (as defined below). In connection with the Offering, the Company has engaged Echelon Capital Markets and Raymond James Ltd., as co-lead agents and joint bookrunners, (together, the "Co-Lead Agents") together with a syndicate of agents, including Gravitas Securities Inc. and Canaccord Genuity Corp. (together with the Co-Lead Agents, the "Agents").

Each Debenture Unit will consist of one 10.0% senior unsecured convertible debenture (each a "Convertible Debenture") of the Company having a face value of $1,000 (the "Principal Amount") and 4,000 common share purchase warrants of the Company (each a "Warrant").

The Convertible Debentures, including any Convertible Debentures issued on exercise of the Over-Allotment Option (as defined below), will mature 36 months from the Closing Date (as defined below) (the "Maturity Date"). The Principal Amount per Convertible Debenture, shall be convertible, for no additional consideration, into common shares of the Company (the "Common Shares") at the option of the holder in whole or in part at any time and from time to time prior to the earlier of: (i) the close of business on the Maturity Date, and (ii) the business day immediately preceding the date specified by the Company for redemption of the Convertible Debentures upon a change of control, at a conversion price per share equal to $0.20 subject to adjustment in certain events (the "Conversion Price"). Upon conversion, all accrued and unpaid interest outstanding to the date of the conversion on any converted Convertible Debentures shall be paid in cash, and no further interest shall accrue or be payable by the Company at any time.

The Company will be entitled to force the conversion (the "Company Conversion") of the Principal Amount of the then outstanding Convertible Debentures at the Conversion Price on not more than 60 days' and not less than 30 days' notice in the event that the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange ("TSXV") is greater than $0.50 per share for 10 consecutive trading days preceding such notice. The Company Conversion will not be applicable until after 12 months from the Closing Date, including with respect to any Convertible Debentures issued on exercise of the Over-Allotment Option. Upon exercise of the Company Conversion, all accrued and unpaid interest outstanding to the date of the conversion on any converted Convertible Debentures shall be paid in cash, and no further interest shall accrue or be payable by the Company at any time.

The Company will also be entitled to redeem, pro rata, all or part of the Convertible Debentures, upon not less than 30 nor more than 60 days' prior written notice, at a redemption price (payable in cash) which is equal to 105% of the Principal Amount of such redeemed Convertible Debentures, plus any accrued and unpaid interest and any interest that would otherwise be payable to the holder from the time of such optional redemption until the Maturity Date.

The Convertible Debentures shall bear interest at a rate of 10.0% per annum from the Closing Date, including with respect to any Convertible Debentures issued on exercise of the Over-Allotment Option, payable quarterly in arrears on the last day of March, June, September, and December in each year commencing on June 30, 2023, with the first such interest payment representing accrued and unpaid interest from the Closing Date to June 30, 2023. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months.

Each Warrant shall entitle the holder thereof to acquire one Common Share for an exercise price of between C$0.25 and C$0.30, with final pricing to be determined in the context of the market by the Corporation and the Agents, for a period of 36 months following the Closing Date, including any Warrants issued on exercise of the Over-Allotment Option.

The Offering will be completed in each of the provinces of Canada other than Québec by way of a prospectus supplement to the base shelf prospectus of the Company dated April 8, 2022. Debenture Units may also be sold on a private placement basis in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act").

The Offering will be conducted by the Agents on a commercially reasonable best efforts basis, and is subject to customary closing conditions, including the receipt of all necessary regulatory and other approvals including the approval of the TSXV.

The Offering is expected to close on or about November 15, 2022, or such other date as the Company and the Co-Lead Agents may agree (the "Closing Date").

The Company has granted the Agents an option to purchase up to an additional 15% of the Debenture Units sold under the Offering, at the Issue Price. The Over-Allotment Option may be exercised in whole or in part to purchase Units, as determined by the Agents upon written notice to the Company at any time up to 30 days following the Closing Date (the "Over-Allotment Option").

The Company intends to use the net proceeds of the Offering for debt repayment, working capital and general corporate purposes.

The base shelf prospectus of the Company dated April 8, 2022 is available on SEDAR at www.sedar.com.

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 U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to 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 diversified acquirer and operator of profitable niche e-commerce brands. Our subscription and marketplace e-commerce properties provide our members with access to pet products, premium meat, outdoor gear, golf, and other curated experiences. Our portfolio houses various online destinations including WholesalePet.com, trulocal.ca, BattlBox.com, UnderPar.com, JustGolfStuff.ca, CarnivoreClub.co, WagJag.com, BeRightBack.ca, and Wanlow.com. EMERGE was named one of Canada's Top Growing Companies by Globe and Mail in 2022 (and 2020), and one of the fastest growing companies in Canada by the Startup 50 in 2020.

To learn more visit https://www.emerge-commerce.com/.

Cautionary notice
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 related to the terms, size and pricing of the Offering (including the final exercise price in respect of the Warrants), the completion of the Offering, the receipt of TSXV approval with respect to the Offering, and 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. There is no guarantee the Offering will be completed as contemplated or at all, and 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 financing needs of the Company, market appetite for the Offering, the ability of the Company to obtain TSXV approval for the Offering, and the conditions of the financial 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 the risk factors discussed in the Company's MD&A and Annual Information Form which 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.

ON BEHALF OF THE BOARD OF DIRECTORS
"Ghassan Halazon"
Ghassan Halazon
Director and Chief Executive Officer
EMERGE Commerce Ltd.

SOURCE EMERGE Commerce Ltd.

James Bowen, CFA, EMERGE Commerce Ltd., 416-519-9442, [email protected]