Jasper Commerce Inc. — Capital/Financing Update 2022

Feb 17, 2022

JASPER COMMERCE INC. (formerly known as SaaSquatch Capital Corp.)

PRESS RELEASE

February 16, 2022 TSX-V: JPIM

SAASQUATCH CAPITAL CORP. COMPLETES QUALIFYING TRANSACTION AND CHANGES NAME TO JASPER COMMERCE INC.

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

VANCOUVER, B.C. – Jasper Commerce Inc. (formerly known as SaaSquatch Capital Corp.) (TSX-V: JPIM) (“ Company ”), announces that it has completed its “Qualifying Transaction” in accordance with Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “ Exchange ”) pursuant to which the Company acquired all of the issued and outstanding shares of Jasper Interactive Studios Inc. (“ Jasper ”) in exchange for the issuance of common shares of the Company pursuant to an amalgamation (the “ Transaction ”). The Company’s common shares are expected to begin trading on the TSX Venture Exchange on February 24, 2022, at the market open, under the symbol “JPIM”.

The Transaction

On October 7, 2021, the Company and Jasper entered into a definitive combination agreement (the “ Definitive Agreement ”), pursuant to which the parties agreed to complete a three-cornered amalgamation whereby 2869943 Ontario Inc. (“ Subco ”), a wholly-owned subsidiary of the Company, amalgamated with Jasper, and the Company acquired all of the issued and outstanding Jasper common shares (the “ Jasper Shares ”). The shareholders of Jasper received post-Consolidation (as defined below) common shares of the Company (the “ Common Shares ”) in exchange for their Jasper Shares, resulting in a reverse takeover of the Company by Jasper. The amalgamated corporation resulting from the amalgamation of Subco and Jasper is wholly-owned by the Company.

Prior to the completion of the Transaction, the Company consolidated its outstanding Common Shares on the basis of one (1) new Common Share for each two (2) old Common Shares (the “ Consolidation ”), such that, immediately prior to closing of the Transaction, the Company had 6,500,000 post-Consolidation Common Shares issued and outstanding. In connection with the completion of the Transaction, postConsolidation Common Shares were issued to holders of Jasper Shares on the basis of 13.94832883 postConsolidation Common Shares for each one (1) Jasper Share (the “ Exchange Ratio ”), resulting in the issuance of an aggregate of 38,138,835 post-Consolidation Common Shares to the shareholders and debenture holders of Jasper. Outstanding Jasper options and warrants are exercisable for postConsolidation Common Shares, with the number and exercise price adjusted to reflect the Exchange Ratio, in accordance with the terms of such options and warrants, as applicable.

Upon completion of the Transaction, the Company completed a name change from “SaaSquatch Capital Corp.” to “Jasper Commerce Inc.”. The Company will continue the business previously conducted by Jasper. The Transaction is subject to final acceptance from the Exchange. Upon such final acceptance, the Exchange is expected to issue its final bulletin confirming the completion of the Qualifying Transaction

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and the listing of the Company as a Tier 2 Technology Issuer. The Company expects its shares to resume trading on the Exchange under the trading symbol “JPIM” on Thursday, February 24, 2022.

Concurrent Financing

On October 21, 2021, Jasper completed its previously announced brokered private placement of 12,000,000 subscription receipts (the “ Subscription Receipts ”) at a price of $0.50 per Subscription Receipt for aggregate gross proceeds of $6,000,000 (the “ Offering ”), including the exercise in full of the overallotment option by Echelon Wealth Partners Inc. (the “ Agent ”).

Jasper completed the Offering of Subscription Receipts pursuant to the terms of an agency agreement dated October 21, 2021 among Jasper, the Company and the Agent. The gross proceeds of the Offering, net of the Agent’s expenses and 50% of the Agent’s commission (the “ Escrowed Funds ”), were held in escrow pursuant to the terms of a subscription receipt agreement dated October 21, 2021 among Jasper, the Agent and Odyssey Trust Company, as escrow agent for the Escrowed Funds.

The escrow release conditions, which included, among other things, the satisfaction or waiver of all conditions precedent to the completion of the Transaction, have been satisfied and each Subscription Receipt has automatically converted without any further action on the part of the holder into one unit of Jasper (the “ Units ”), and the Escrowed Funds, together with any interest earned thereon, were released to Jasper.

Each Unit consisted of such number of Jasper Shares and Jasper warrants that resulted in the holder receiving one post-Consolidation Common Share and one-half of one common share purchase warrant (each whole warrant, a “ Warrant ”) pursuant to the Transaction. Participants in the Offering received an aggregate of 12,000,000 post-Consolidation Common Shares and 6,000,000 Warrants. Each Warrant is exercisable into one post-Consolidation Common Share at a price of $0.70 per share until February 16, 2024.

The Offering was conducted on a “best efforts” agency basis by the Agent. As compensation, Jasper paid to the Agent a cash commission of $471,080 and issued to the Agent 942,160 compensation warrants of Jasper, each of which was exchanged for one compensation warrant of Company (the “ Compensation Warrants ”) pursuant to the Transaction. Each Compensation Warrant is exercisable into one postConsolidation Common Share at a price of $0.50 per share for a period of 24 months from the date that the Common Shares resume trading on the Exchange following the completion of the Transaction.

The net proceeds of the Offering will primarily be used to pay the Transaction costs, for sales and marketing purposes and to meet working capital requirements of the Company, as more particularly described in the Filing Statement (as defined herein).

Management and Director Changes

With the completion of the Company’s Qualifying Transaction, the Company is pleased to announce its board of directors as follows: Jon Marsella, Gerald Hurlow, Maged Saad, Jeffrey Klam and Silas Garrison. In addition, the Company is pleased to announce its executive management as follows: Jon Marsella as Chief Executive Officer, Mike Hodes as Chief Financial Officer and Corporate Secretary and Sean Coutts as Chief Technology Officer and Chief Operating Officer.

About the Company

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Jasper offers a Product Information Management (“ PIM ”) solution that has the objective of empowering eCommerce merchants to manage and merchandise their products from a single source of truth, facilitating them to sell more, sell faster and work smarter. Jasper’s PIM is accessible from anywhere via a web-browser and is intended to simplify the process by which online merchants import product data into the PIM. Once uploaded, merchants can add various product data including product attributes, images, videos, marketing information, inventory quantities and price books and efficiently merchandise their products using various features that include, among other things, the ability to adjust product categorization, pricing data and other key metrics. Jasper’s PIM also allows for automatic syncing to popular eCommerce storefronts, marketplaces, or other connected channels, whenever new products are added to the PIM.

Additional Information

For additional information concerning the Transaction and the foregoing matters, please refer to the Company’s news releases dated September 16, 2021, October 7, 2021, October 21, 2021 and February 11, 2022, and the Company’s filing statement dated February 11, 2022 (the “ Filing Statement ”) which is available under the Company’s SEDAR profile at www.sedar.com.

ON BEHALF OF THE BOARD OF DIRECTORS OF JASPER COMMERCE INC.

Jon Marsella, CEO Contact: investors@jasperpim.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements, including statements relating to the final acceptance by the Exchange, the issuance of a final bulletin by the Exchange, the use of proceeds of the Offering and the business plans of the Company. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward

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looking statements. Any number of factors could cause actual results to differ materially from these forward‐looking statements as well as future results. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

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