EMERGE Announces Expiry of 12.3M Warrants Reducing Dilution, Nets $280K from Out-of-the-Money Warrant and CEO Exercises

• 12.3M warrants with a $0.10 exercise price expired unexercised, minimizing potential dilution
• $270K in cash proceeds from 2.7M warrant exercises at $0.10, demonstrating shareholder support of the Company's progress, and bolstering overall cash position which stood at $3.5M at June 30, 2025
• EMERGE CEO, Ghassan Halazon, voluntarily exercised 91K options at $0.11, well ahead of the expiry date (October 2027), further aligning with investors

TORONTO, July 22, 2025 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) ("EMERGE" or the "Company"), a Canadian portfolio of premium brands, is pleased to provide a corporate update on the 15 million warrants with an exercise price of $0.10 and expiry date of July 21, 2025(originally issued on July 21, 2023).

Of the total 15M warrants, approximately 12.3M warrants expired unexercised, minimizing potential dilution and warrant overhang.

Approximately 2.7M out-of-the-money warrants were exercised at $0.10, raising approximately $270K in cash proceeds, and underscoring investor confidence.

In a parallel demonstration of alignment with shareholders, EMERGE CEO, Ghassan Halazon, has also opted to voluntarily exercise approximately 91K stock options at $0.11, well in advance of their October 2027expiry.

The proceeds from the warrant and CEO option exercises bolster EMERGE's cash position, which grew to $3.5M at June 30, 2025, based on the Company's preliminary Q2 results.

Ghassan Halazon, Founder and CEO, EMERGE commented, "With today's announcement, we have both streamlined our capital structure and strengthened our cash position. I'm deeply grateful to our long–term shareholders who have stood by us since the early days of this turnaround, and especially to the investors who exercised their $0.10 warrants as a powerful vote of confidence in EMERGE's future. To stand shoulder–to–shoulder with our investors, I've also exercised a portion of my $0.11 options well ahead of their October 2027 expiry. With recent operational progress, a cleaner capital structure and an enhanced cash position, EMERGE is primed to embark on this next phase of disciplined, strategic growth."

About EMERGE

EMERGE is a Canadian e-commerce and retail 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.

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.