EMERGE Completes Sale of Non-Core Asset, Carnivore Club, for $500,000

Transaction Enhances Cash Available to Invest in Profitable Growth Opportunities

• Total purchase price of $500,000, including $350,000 cash on closing, and a $150,000 seller note, payable to EMERGE in cash over 15 equal monthly installments
• Carnivore Club was a non-core asset, and EMERGE was actively eliminating its revenue in 2024, while prioritizing the growth of our larger, more profitable businesses
• Excluding Carnivore Club, the EMERGE portfolio exhibited strong organic revenue growth and significantly improved profitability in 2024 YTD
• Transaction bolsters EMERGE's cash position which exceeded $3M at year-end, following the sale of the Company's SHOP domains to Shopify
• EMERGE remains focused on its growing grocery and golf businesses

TORONTO, Jan. 16, 2025 /CNW/ - EMERGE Commerce Ltd. (TSXV:ECOM) ("EMERGE" or the "Company"), a premium e-commerce brand portfolio, is pleased to announce that the Company and subsidiaries of the Company (together, the "Sellers"), being Carnivore Club LLC, a Georgia limited liability company and Carnivore Club Subscription Box Canada Inc., have entered into a definitive asset purchase agreement (the "Agreement"), with Carnivore Club, LLC, an Indiana limited liability company and Carnivore Club, ULC, an unlimited liability company organized under the laws of British Columbia (together, the "Buyers"), pursuant to which the Sellers has sold to the Buyers substantially all of the assets related to their Canadian and US businesses (the "Transaction") for a total purchase price of $500,000.

Ghassan Halazon, founder and CEO of EMERGE, commented, "Our decision to sell Carnivore Club is consistent with our stated objective to manage fewer, more compelling long-term opportunities, while also strengthening our cash position with the goal of driving both organic and inorganic growth in 2025. Between our enhanced cash position, which exceeded $3M to start the year, following the recently announced sale of the SHOP domains to Shopify, and the cash proceeds from the sale of Carnivore Club, EMERGE is now primed to play offence again in 2025."

Pursuant to the Agreement and in consideration for the Transaction, the Buyer has agreed to pay cash consideration of $350,000 on closing of the Transaction ("Closing"), subject to certain closing adjustments, in addition to issuing the Sellers a $150,000 seller note, payable to EMERGE in cash over 15 equal monthly installments of $10,000.

As previously reported, Carnivore Club was considered a non-core business for EMERGE, and management had actively been eliminating its revenue to prioritize profit, and to focus on our larger brands.

Following the Transaction, EMERGE's remains focused on its growing grocery and golf brands including truLOCAL (premium meat and seafood subscription), UnderPar (discounted golf experiences), and JustGolfStuff (golf products and apparel).

Excluding Carnivore Club, the EMERGE portfolio exhibited strong organic revenue growth, and significantly improved profitability in 2024 YTD.

The Transaction bolsters EMERGE's cash position which exceeded $3M at year-end, following the sale of the Company's SHOP domains to Shopify (NYSE:SHOP) for approximately $536,000.

No finder's fees were be paid in connection with the Transaction.

About EMERGE

EMERGE is a premium e-commerce brand portfolio in Canada and the U.S. Our subscription and marketplace e-commerce properties provide our members with access to unique offerings across grocery and golf verticals. truLOCAL is our premium meat and seafood subscription service, connecting local farmers with a digitally savvy health-conscious audience. Our golf businesses include UnderPar, our discounted tee-times/ experiences brand, and JustGolfStuff, our golf products & apparel brand.

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

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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 containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. In particular, this news release contains forward-looking information regarding the Transaction, the Agreement, and expectations regarding the continued success of the Company's business operations and strategies. 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, Prospectus Supplement and Annual Information Form 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.

On Behalf of the Board

Ghassan Halazon

Director, President and CEO

SOURCE Emerge Commerce Ltd.

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