Emerge Commerce Ltd. — Regulatory Filings 2021

Nov 25, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 — Name and Address of Company

Emerge Commerce Ltd. (the “ Company ” ) 183 Bathurst Street, Suite 302 Toronto, Ontario M5T 2R7

Item 2 — Date of Material Change

November 15, 2021

Item 3 — News Release

The news release with respect to the material change referred to in this report was issued by the Company on November 16, 2021, respectively, and distributed through the facilities of Canadian News Wire. The news release was filed on SEDAR and are available at www.sedar.com.

Item 4 — Summary of Material Change

On November 16, 2021 the Company announced the closing of the acquisition by its wholly owned subsidiary of all the issued and outstanding shares of Retail Store Networks, Inc. (dba, “ WholesalePet.com ” ), effective November 15, 2021 (the “ Transaction ” ).

Item 5 — Full Description of Material Change

5.1 — Full Description of Material Change

On November 16, 2021, the Company announced the Transaction pursuant to the terms of a stock purchase agreement dated November 15, 2021 (the “ Agreement ” ) for the aggregate purchase price of up to USD$25,000,000 (the “ Purchase Price ” ). The Purchase Price will be satisfied through: (i) an aggregate cash payment of USD$14,000,000 consisting of an initial cash payment of USD$12,000,000 (net of any transaction expenses and indebtedness that remains unsatisfied prior to closing) and deferred payments in the aggregate amount of USD$2,000,000, paid over a two-year period; and (ii) the issuance of 3,680,882 common shares of the Company at a deemed value of USD$2,000,000. Earnout payments of up to USD$9,000,000 may also be paid, subject to meeting certain milestones, over a two-year period. Of the total earn-out payment, up to USD$7,000,000 may be satisfied in cash payments, while the other USD$2,000,000 can be satisfied via cash or common share issuance as decided at the sole discretion of the Company.

’ The Agreement is available on the Company s SEDAR profile at www.sedar.com.

5.2 — Disclosure for Restructuring Transactions

Not applicable.

Item 6 — Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

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Item 7 — Omitted Information

Not applicable.

Item 8 — Executive Officer

The following senior officer of the Company is knowledgeable about the material change and this material change report and may be contacted:

Ghassan Halazon Chief Executive Officer (647) 517 2977

Item 9 — Date of Report

November 25, 2021