EMERGE Reports Strong Q3 2025 Results

• Revenue increased 58% YoY to $7.0M
• Adj. EBITDA improved to $261K, an increase of $514K YoY
• Cash position grew to $4.1M, an increase of $2.5M YoY

TORONTO, Nov. 26, 2025 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) ("EMERGE" or the "Company"), a portfolio of premium brands, today announced its financial results for the three months ended September 30, 2025. Copies of the interim Financial Statements and MD&A are available on the Company's profile on SEDAR at www.sedar.com.

Q3 2025 Financial Highlights

For Q3 2025, compared to Q3 2024:

• Revenue grew to $7.0M vs. $4.4M, an increase of 58% YoY, marking the 6^th consecutive quarter of revenue growth. Both grocery and golf verticals achieved positive organic growth
• Gross profit grew to $2.4M vs. $1.8M. Excluding $167K fair value of inventory adjustment related to T2G, a non-cash item, gross margin would be approximately 37% vs. 40%
• Adj. EBITDA⁽¹⁾ improved to $261K vs. Adj. EBITDA loss of $254K, an increase of $514K YoY, marking the 3^rd consecutive quarter of positive Adj. EBITDA⁽¹⁾ 
• Net Income improved to $26K vs. net loss of $730K. Excluding $167K fair value of inventory adjustment related to T2G, a non-cash item, net income would be $193K
• Cash flow from operations of $919K vs. ($411K) in Q3 2024, an increase of $1.3M YoY
• Cash position grew to $4.1M (September 30, 2025) vs. $1.6M (September 30, 2024), a $2.5M increase YoY

Ghassan Halazon, Founder and CEO, EMERGE commented, "Q3 was another statement quarter for EMERGE. We delivered 58% year-over-year revenue growth, our third consecutive quarter of positive Adjusted EBITDA⁽¹⁾, and most importantly, exceptional cash flow generation, even in what is typically a more seasonal quarter for some of our brands. Both our grocery and golf verticals exhibited positive organic growth once again, and our cash position continued to strengthen, fueled by our overall sales growth as well as T2G's cash-flow friendly deal structure. These results reflect the continued discipline of our team, Board, and partners. As we enter the peak Q4 holiday season, we remain focused on operational efficiency, profitable growth, and prudent capital management."

Q4 2025 Outlook 

For Q4 2025, EMERGE management expects to achieve another quarter of strong YoY revenue growth, and positive Adjusted EBITDA⁽¹⁾.

The Q4 holiday season is generally a high sales volume quarter, particularly at truLOCAL, including for B2B/ corporate gifting orders, as well as at UnderPar as golf courses introduce discounted pre-season (2026) offers.

EMERGE is now on track to achieve its full-year objectives of strong revenue growth, positive Adjusted EBITDA⁽¹⁾ and positive cash flow for 2025.

See "Forward-Looking Statements" below for important disclosure with respect to expectations and forward-looking information.

Warrants Update

On November 24, 2025, approximately 12.2M debenture warrants, with an exercise price of $0.25, expired unexercised, and were de-listed. In July 2025, approximately 12.3M warrants, with an exercise price of $0.10, expired unexercised.

Combined, approximately 24.5M warrants have expired unexercised between July and November 2025. At this time, the Company expects to enter 2026 with zero warrants outstanding, resulting in a more streamlined capital structure.

In addition, approximately 2.7M out-of-the-money warrants were exercised at $0.10, raising approximately $270K in cash proceeds in July 2025. In parallel, EMERGE CEO, Ghassan Halazon, voluntarily exercised approximately 91K stock options at $0.11, well in advance of their October 2027 expiry.

Acquisition Pipeline

Building off our success in acquiring and accelerating T2G, which continued to perform exceptionally in Q3, EMERGE is selectively advancing accretive acquisition opportunities, specifically in grocery and golf verticals, as well as in adjacent B2B / e-commerce enablement technologies that can help super-charge the overall portfolio. EMERGE's focus is exclusively on profitable acquisition candidates with $750K-$2M in Adj. EBITDA, with a long-standing track record of revenue stability and cash flow generation.

Debt Update

EMERGE maintains a longstanding relationship with our existing lender dating back to November 2019 and remains in good standing. The recent interest rate cuts, and the anticipated upcoming rate reductions, are expected to result in meaningful cash savings. The Company anticipates that its materially improved profitability, cash position and leverage profile could be helpful for purposes of accessing cheaper, longer-term debt refinancing options in the future.

Top Priorities

The Company's top priorities in the near-term are to i) continue to drive organic revenue growth, ii) extract synergies to drive profitability, iii) explore accretive strategic/ tuck-in acquisition opportunities; and iv) explore avenues to enhance cash flow and reduce interest expense.

Conference Call

Management will host a conference call on Wednesday, November 26 at 9:00 am ET to discuss its Q3 2025 results. To access the conference call, please dial [phone] or [phone] and provide conference ID 94603

Alternatively, the conference call can be accessed online at: https://app.webinar.net/Dn57y4lyr0M

Selected Financial Highlights:

The tables below set out selected financial information and should be read in conjunction with the Company's consolidated financial statements and MD&A for the three and nine months ended September 30, 2025, which are available on SEDAR.

The following financial information has been summarized from the Company's unaudited condensed consolidated interim financial statements (excluding Gross Merchandise Sale ("GMS") and Adjusted EBITDA):

	Three months ended Sept 30,		Nine months ended Sept 30,
	2025	2024	2025	2024
	$	$	$	$
Gross Merchandise Sales^1	9,253,637	7,260,195	28,703,717	22,758,369
Total revenue	7,011,656	4,430,079	20,521,461	14,064,703
Adjusted EBITDA^1	260,565	(253,912)	1,250,880	(485,309)
Net income from continuing operations	22,451	(714,741)	201,873	(1,419,999)
Net income	26,326	(730,186)	629,532	(793,568)
Basic and diluted income per share from continuing operations and total	0.00015	(0.00549)	0.00141	(0.01093)
Basic and diluted loss per share from discontinued operations	0.00003	(0.00012)	0.00298	0.00482
Total assets	11,126,708	6,597,552	11,126,708	6,597,552
Long-term liabilities	9,369,462	1,178,431	9,369,462	1,178,431

¹ Non-GAAP Financial Measure. Refer to section "Non-GAAP Financial Measures" for additional information.

Results from WholesalePet and Carnivore Club businesses have been reclassified to discontinued operations.

The following table presents Adjusted EBITDA and Adjusted EBITDA loss for the three and nine months ended September 30, 2025,  along with a reconciliation of the Company's reported results to its adjusted measures.

	Three months ended Sept 30,		Nine months ended Sept 30,
	2025	2024	2025	2024
Net income	26,326	(730,186)	629,532	(793,568)
Add back:
Finance costs	382,362	267,209	1,006,270	1,066,372
Income taxes (recovery)	70,939	(184,968)	260,401	(319,346)
Amortization	89,234	47,627	193,681	164,452
EBITDA	568,861	(600,318)	2,089,884	117,910
Share-based compensation	32,400	71,357	153,924	125,992
Transaction cost	13,488	42	42,705	101,631
Foreign exchange and other gains	(12,743)	259,562	(2,096)	(204,411)
Other income	(504,951)	-	(916,146)	-
Gain on debt modification	-	-	(238,971)	-
Fair value adjustment to inventory acquired^1	167,385	-	549,239	-
Net income from discontinued operations	(3,875)	15,445	(427,659)	(626,431)
Adjusted EBITDA	260,565	(253,912)	1,250,880	(485,309)

¹On completion of the acquisition of Tee 2 Green Ltd., the Company acquired inventory with a book value of $2.8 million. As required under accounting standards for business combinations, the inventory was measured at fair value. The provisional fair value was determined to be $3.6 million, and approximately 75% of the inventory was sold in Q2 and Q3, resulting in a portion of the fair value increment being recognized in cost of sales. The related fair value adjustment was excluded from Adjusted EBITDA, as it represents a non-recurring, non-cash component. 

About EMERGE

EMERGE is an e-commerce / omni-channel portfolio of premium brands. 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.

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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.

Non-GAAP Measures

This press release makes reference to certain non-GAAP measures. These non-GAAP measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing a further understanding of results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the financial information of the Company reported under IFRS. Gross Merchandise Sales ("GMS"), EBITDA, and Adjusted EBITDA should not be construed as alternatives to revenue or net income/loss determined in accordance with IFRS. GMS, EBITDA and Adjusted EBITDA do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers.

GMS as defined by management is the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of discounts and refunds. Management believes GMS provides a useful measure for the dollar volume of e-commerce transactions made through our platforms and an indicator for our business performance.

Earnings before interest, taxes, depreciation and amortization ("EBITDA") and Adjusted EBITDA as defined by management means earnings before interest and financing costs, income taxes, depreciation and amortization, transaction costs, foreign exchange gains/losses, discontinued operations, unrealized gains/losses on contingent consideration and share-based compensation. Management believes that Adjusted EBITDA is a useful measure because it provides information about the operating and financial performance of EMERGE and its ability to generate ongoing operating cash flow to fund future working capital needs and fund future capital expenditures or acquisitions.

A reconciliation of the adjusted measures is included in the Company's management discussion & analysis for the three months ended September 30, 2025 in the section "Non-GAAP Financial Measures" available through SEDAR at www.sedar.com.

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 closing of the Transaction and the timing thereof, the satisfaction of all conditions precedent to the closing of the Transaction, including, without limitation, TSXV approval in respect of the Transaction, any benefit that may be derived by the Company from the Transaction, including, without limitation, any material benefit to the working capital or financial position of the Company as a result of the Transaction, expectations regarding cash flow both as a result of the Transaction and in general, as well as other 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 Transaction 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 financial position, cash flow, and working capital of the Company, the ability of the Company to obtain TSXV approval for the Transaction and the satisfaction of any other conditions thereto, and the conditions of the financial markets and the e-commerce 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 risks related to the disposition of an operating business by the Company, risks that the benefits derived from the Transaction may not be as expected or that the Company may not see any benefit from the Transaction, risks that each party to the Agreement may not satisfy its obligations or covenants, risks that the Company may be subject to litigation as a result of the Transaction including allegations of misrepresentation or breach of conditions or covenants, risks that the TSXV may not approve the Transaction, as well as the risk factors discussed in the Company's MD&A, which is available through SEDAR+ at www.sedarplus.ca. 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
Ghassan Halazon
Director, President, and CEO
EMERGE Commerce Ltd.

SOURCE Emerge Commerce Ltd.

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