EMERGE Reports Strong Q4 and Full Year 2025 Audited Results

• Annual revenue increased 43% YoY to $27.7M
• Annual Adj. EBITDA⁽¹⁾ improved to $1.5M, a $1.9M YoY improvement
• Annual cash flow from operations grew to $2.8M
• Q4 and full year (audited) results in line with preliminary results

TORONTO, April 29, 2026 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) ("EMERGE" or the "Company"), an acquirer and operator of profitable e-commerce brands and technologies, today announced results for its three and twelve months ended December 31, 2025. Copies of the Annual Financial Statements and MD&A are available on the Company's profile on SEDAR at www.sedar.com.

Q4 2025 Financial Highlights

For the fourth quarter of 2025, compared to the fourth quarter of 2024:

• Q4 revenue grew to $7.1M vs. $5.3M, an increase of 35% YoY, marking the 7^th consecutive quarter of revenue growth 
• Gross profit grew to $2.5M vs. $2.1M, an increase of 17% YoY
• Adj. EBITDA⁽¹⁾ improved to $205K vs. $12K, marking the 5^th consecutive quarter of positive Adj. EBITDA⁽¹⁾ 
• Cash position at December 31, 2025 grew to $4.1M vs. $3.1M (December 31, 2024), a $1M increase YoY

Full Year 2025 Financial Highlights

For the full year 2025, compared to full year 2024:

• Annual revenue increased to $27.7M vs. $19.3M, an increase of 43% YoY
• Gross profit grew to $9.9M vs. $7.9M, an increase of 25% YoY. Excluding $0.65M fair value of inventory adjustment related to Tee 2 Green ("T2G"), a non-cash item, gross margin would be approximately 38.1% vs. 41.0%
• Adj. EBITDA⁽¹⁾ improved to $1.5M vs. ($472K), a $1.9M YoY improvement
• Cash flow from operations grew to $2.8M vs. $129K
• Net income (loss) improved to $279K vs. net loss of ($506K)

EMERGE's recently announced acquisition of Viral Loops is not included in 2025 results. Viral Loops achieved approximately $1.3M Revenue, $800K Adjusted EBITDA⁽¹⁾ and $700K cash flow in 2025 (unaudited).

Ghassan Halazon, Founder and CEO, EMERGE, "2025 was a breakout year for EMERGE. We delivered another year of organic revenue growth, returned to positive Adjusted EBITDA, and generated meaningful cash flow-- achieving all three of our core operational objectives. Our Q4 results marked another strong quarter of growth, despite being a seasonal period for T2G. Both our Grocery and Golf verticals performed well, supported by record holiday B2B sales. The acquisition and rapid scaling of T2G exceeded all expectations and validates our EMERGE 3.0 playbook. We've carried this momentum into 2026 with the acquisition of Viral Loops, adding a high-margin, recurring revenue stream that further enhances our model. We remain focused on compounding value through profitable growth and disciplined capital allocation. I'd like to thank our team, Board, and partners for their continued execution and unwavering support."

Events Subsequent to December 31, 2025

Debt Refinancing

On February 18, 2026, EMERGE entered into a second amendment (the "Amended Facility") to the second amended and restated credit agreement dated January 31,2024 with its existing lender.

The Amended Facility provides a 20-month extension bringing the maturity to October 2027. As of the date of this news release, the current outstanding balance of the credit facility is $5.85M. The interest rate on the principal amount owing under the Amended Facility remains variable rate, unchanged at the greater of 9% per annum and the TD Prime Rate + 6.55% per annum. The Company remains in good standing with its existing lender, which it has worked with since November 2019.

The amendment does not preclude the Company from refinancing its credit facility at a cheaper rate, at any time, should it secure more favourable terms. 

Private Placement

On March 6, the Company announced the closing of its upsized non-brokered private placement. In connection with the closing of the Offering, the Company issued an aggregate of 27,000,000 units in the capital of the Company ("Units") at a price of C$0.10 per Unit for aggregate gross proceeds of $2,700,000. 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 until March 6, 2028, at an exercise price of C$0.15 per Share.

Acquisition of Viral Loops

On March 10, 2025, EMERGE completed the acquisition of Viral Loops (the "Transaction"), a profitable, B2B referral technology company with a 10-year track record of operations. Viral Loops is the Company's first acquisition under EMERGE B2B, a vertical set up to enhance the Company's overall financial profile and support our D2C verticals (Grocery and Golf).

For the year ended December 31, 2025, Viral Loops generated ~$1.3M in revenue, with gross margins of ~86%, Adj. EBITDA⁽¹⁾ of ~$800K and cash flow of ~$700K (unaudited).

In consideration for the Transaction, EMERGE paid cash consideration of $2.1M to the Seller on closing of the Transaction ("Closing"), subject to certain closing adjustments, and will pay $200K in deferred cash consideration to the Seller at the 1-year anniversary.

The purchase price equates to a ~2.9x 2025 Adj. EBITDA⁽¹⁾ multiple.

Outlook 

For Q1 2026, EMERGE management expects to achieve another quarter of strong overall revenue growth year-over-year.

Q1 is a seasonally softer quarter for the golf vertical, which represented nearly half of EMERGE's annual revenue in 2025. EMERGE acquired T2G on April 5, 2025 so its results will not be included for the comparative period (Q1 2025).

Q1 is typically a strong revenue and customer acquisition period for truLOCAL, driven by increased consumer demand for health and protein-focused subscription offerings. Accordingly, marketing spend is strategically elevated during the quarter.

Viral Loops was acquired on March 10, 2026 and will contribute from the day of closing.

Q2 2026 will be the first full quarter to include Viral Loops results, which is also peak season for the golf business, particularly T2G.

Top Priorities

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

Conference Call

Management will host a conference call on Wednesday, April 29 at 9:00 am ET to discuss its fourth quarter results. To access the conference call, please dial [phone] or [phone] and provide conference ID 32990.

Alternatively, the conference call can be accessed online at: https://app.webinar.net/5Ge98lP8kzl

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 twelve months ended December 31, 2025, which are available on SEDAR.

	Three months ended December 31,		Twelve months ended December 31,
	2025 $	2024	2025	2024
Gross Merchandise Sales^(1)	10,265,146	9,293,671	38,968,863	32,052,040
Total revenue	7,135,978	5,276,281	27,657,439	19,340,984
Adjusted EBITDA^(1)	204,713	12,329	1,455,593	(472,980)
Net (loss) income from continuing operations	(385,640)	329,866	(183,767)	(1,090,133)
Net (loss) income	(350,703)	287,828	278,829	(505,740)
Basic and diluted loss per share – continuing operations	(0.00258)	0.00253	(0.00127)	(0.00839)
Basic and diluted loss per share – discontinued operations	0.00023	(0.00032)	0.00319	0.00450
Total assets	10,819,616	7,796,327	10,819,616	7,796,327
Long-term liabilities	2,335,330	1,076,124	2,335,330	1,076,124

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

The following table highlights Adjusted EBITDA⁽¹⁾ and a reconciliation of the Company's reported results to its adjusted measures:

	Three months ended December 31,		Twelve months ended December 31,
	2025	2024	2025	2024
	$	$	$	$
Net income (loss)	(350,703)	287,828	278,829	(505,740)
Add back:
Finance costs	569,258	286,861	1,575,528	1,353,233
Income taxes (recovery)	(151,094)	636,232	109,307	316,886
Amortization	127,727	53,129	321,408	217,581
EBITDA^(1)	195,188	1,264,050	2,285,072	1,381,960
Share-based compensation	29,689	83,365	183,613	209,357
Transaction cost	99,881	17,445	142,586	119,076
Foreign exchange and other (gains) losses	12,930	(61,446)	10,834	(265,857)
Fair value adjustment to inventory acquired^1	103,270	-	652,509	-
(Gain) loss on debt modification	-	69,256	(238,971)	69,256
Severance and termination costs	16,794	153,647	16,794	153,647
Other income	(218,102)	(1,556,026)	(1,134,248)	(1,556,026)
Net (income) loss from discontinued operations	(34,937)	42,038	(462,596)	(584,393)
Adjusted EBITDA^(1)	204,713	12,329	1,455,593	(472,980)

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 89% of the inventory was sold during 2025 fiscal year, 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.

The following table highlights GMS and a reconciliation of the Company's reported results to its adjusted measures:

	Three months ended December 31,		Twelve months ended December 31,
	2025	2024	2025	2024
	$	$	$	$
Revenues	7,135,978	5,276,281	27,657,439	19,340,984
Adjusted for:
Merchant costs deducted from net revenue	3,104,364	3,717,136	12,216,872	13,129,408
Deferred revenue and other adjustments to revenue	37,504	346,525	(740,225)	(28,158)
Advertising revenue	(12,700)	(46,271)	(165,223)	(390,194)
GMS ^(1)	10,265,146	9,293,671	38,968,863	32,052,040

About EMERGE

EMERGE is a disciplined acquirer and operator of profitable e-commerce brands and technologies across Direct-to-Consumer ("D2C") and Business-to-Business ("B2B") segments. Our D2C portfolio spans our Grocery and Golf verticals. truLOCAL is our flagship Canadian meat and seafood subscription service. Our Golf vertical includes UnderPar (discounted golf experiences), JustGolfStuff and Tee 2 Green (discounted apparel and equipment). EMERGE B2B houses Viral Loops, our referral marketing platform that enables hundreds of international clients to acquire and retain customers. EMERGE is publicly traded on the TSX Venture Exchange under the symbol "ECOM".

Follow EMERGE:
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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.

(1) 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 and twelve months ended December 31, 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 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 MD&A and Annual Information Form 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. Unless otherwise noted, all amounts are in Canadian dollars.

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]