Emerge Commerce Announces Upsize to Non-Brokered Private Placement of Units

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Feb. 23, 2026 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) ("EMERGE" or the "Company"), a portfolio of premium e-commerce brands and technologies, is pleased to announce, that due to strong investor demand, the Company has increased the size of its previously announced $1,800,000 non-brokered private placement financing (the "Offering"). The newly upsized Offering will comprise of an aggregate of 25,000,000 units in the capital of the Company ("Units") at a price of C$0.10 per Unit for aggregate gross proceeds of $2,500,000. Each Unit consists of one common share in the capital of the Company (the "Shares") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"), with each Warrant exercisable for a period of 24 months from the date of issuance at an exercise price of C$0.15 per Share.

The Company anticipates the closing of the Offering to be on or around March 4, 2026.

Ghassan Halazon, Founder and CEO of EMERGE commented, "We are pleased with the strong investor demand for this concurrent financing, which we believe validates the accretive acquisition of Viral Loops, as well as our overall operational execution at EMERGE. The upsized Offering is meant to now fund the entire purchase price, including the deferred consideration and transaction costs, allowing the company to more fully retain the cash flow generated by Viral Loops, and in the process, strengthen the balance sheet."  

The securities issued pursuant to the Offering will be subject to a four month hold period pursuant to securities laws in Canada.

The Company intends to allocate the net proceeds of the Offering toward the purchase price and transaction costs associated with the Transaction. The consideration will not be satisfied with securities of the Company.

The closing of the Offering is subject to certain conditions including, but not limited to, the submission of all required forms to the TSXV and the closing of the Offering.

The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Company expects certain related parties as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") to participate in the Offering. Any such resulting related party participation is expected to be exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101 as the fair market value of any Units issued to such persons will not exceed 25% of the Company's market capitalization.

About EMERGE

EMERGE is a portfolio of premium e-commerce brands and technologies. Our subscription, marketplace, and retail businesses provide our members with access to offerings across our grocery and golf verticals. truLOCAL is our flagship Canadian meat and seafood subscription service, connecting local farmers with a health-conscious audience. Our golf vertical includes our discounted tee-times/ experiences brand, UnderPar, and our discounted golf apparel and equipment brands, JustGolfStuff and Tee 2 Green. EMERGE is publicly traded on the TSX Venture Exchange under the symbol "ECOM", and on the OTC US under the symbol "EMCMF".

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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.

Forward-Looking Statements

This news release contains forward looking information or statements within the meaning of applicable securities laws, which may include, without limitation, statements relating to the terms and completion of the Offering, the use of proceeds of the Offering, the receipt of regulatory and stock exchange approval in respect of the Offering, the technical, financial, and business prospects of the Company, its assets and other matters. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward looking information or statements. Although the Company believes the expectations expressed in such forward-looking information or statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking information or statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, the ability to achieve its goals, expected costs and timelines to achieve the Company's goals, that general business and economic conditions will not change in a material adverse manner, and that financing will be available if and when needed and on reasonable terms. Such forward looking information or statements reflects the Company's views with respect to future events and is subject to risks, uncertainties and assumptions, including the risks and uncertainties included in in documents filed under the Company's profile on SEDAR+ at www.sedarplus.ca. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive, and regulatory uncertainties and risks. Factors that could cause actual results to differ materially from those in forward looking information or statements include, but are not limited to, the ability of the Company to complete the Offering on the terms described herein, including obtaining the requisite regulatory and stock exchange approvals, continued availability of capital and financing and general economic, market or business conditions, failure to compete effectively with competitors, failure to maintain or obtain all necessary permits, approvals and authorizations, failure to comply with applicable laws, including environmental laws, risks relating to unanticipated operational difficulties. The Company does not undertake to update forward looking statements or forward-looking information, except as required by law.

SOURCE Emerge Commerce Ltd.

For further information: Dasha Enenko, EMERGE Commerce Ltd., 416-479-9590, [email protected]