Jasper Commerce Inc. — Capital/Financing Update 2022

Feb 17, 2022

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Requirements

FILED VIA SEDAR

Item 1. Names of the parties to the transaction

Jasper Commerce Inc. (formerly SaaSquatch Capital Corp.) (“the “Company”) Jasper Interactive Studios Inc. (“Jasper”)

Item 2. Description of the transaction

On February 16, 2022, the Company completed its previously announced "Qualifying Transaction", as defined under Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The Qualifying Transaction was effected through a reverse takeover structured as a “threecornered” statutory amalgamation of Jasper and a wholly-owned subsidiary of the Company (“Subco”), which resulted in the Company acquiring all of the securities of Jasper (the “Amalgamation”) in exchange for the issuance to Jasper securityholders of securities of the Company. The Amalgamation was effected further to a Combination Agreement entered into among the Company, Jasper and Subco on October 7, 2021.

Prior to closing the Qualifying Transaction, the Company consolidated its issued and outstanding common shares (each post-consolidation common share, a "Common Share") and changed its name from "SaaSquatch Capital Corp." to "Jasper Commerce Inc.".

Pursuant to the Amalgamation, Jasper became a wholly-owned subsidiary of the Company. An aggregate of 51,579,619 Common Shares were issued in connection with the Qualifying Transaction, including 1,440,784 Common Shares as finder shares, and 12,000,000 Common Shares to former holders of subscription receipts of Jasper. Upon completion of the Qualifying Transaction, there are 58,079,619 Common Shares issued and outstanding.

The Common Shares of the Company are expected to resume trading on the Exchange under the symbol "JPIM" on or about February 24, 2022 and the Company is classified as a Tier 2 technology issuer pursuant to Exchange policies.

For additional information, please see the Company’s Filing Statement, which has been filed under the Company’s profile on SEDAR at www.sedar.com on February 14, 2022.

For the jurisdictions where the Company is a reporting issuer, the Qualifying Transaction constitutes a reverse takeover pursuant to Canadian securities legislation (as defined in National Instrument 14-101 – Definitions).

Item 3.

Effective date of the transaction

February 16, 2022.

Item 4.Item 5.Item 6.	Name of each party, if any, that ceased to be a reporting issuer after the transaction
	and of each continuing entityN/A.Date of the reporting issuer's first financial year-end subsequent to the transactionJuly 31, 2022Periods, including comparative periods, if any, of the interim and annual financialstatements required to be filed for the company's first financial year subsequent to the
	transaction

The Company will be required to file interim consolidated financial statements for the nine month period ending April 30, 2022.

The Company will be required to file annual financial statements for the fiscal year ending July 31, 2022.

Item 7. Documents filed that describe the transaction and where those documents can be found in electronic format

The following documents describing the Qualifying Transaction and related matters were filed on SEDAR and are available under the Company's issuer profile at www.sedar.com:

• press release dated September 16, 2021, announcing a letter of intent with respect to the proposed Qualifying Transaction;

• material change report dated September 21, 2021, relating to the entering into of the letter of intent with respect to the Qualifying Transaction;

• press release dated October 7, 2021, announcing the entering into of the Combination Agreement with respect to the proposed Qualifying Transaction;

• Combination Agreement dated October 7, 2021 among Jasper, the Company and Subco;

• material change report dated October 14, 2021, relating to the entering into of the Combination Agreement;

• press release dated October 21, 2021, announcing the closing of the private placement contemplated by the Qualifying Transaction;

• Agency Agreement dated October 21, 2021 among Jasper, the Company and Echelon Wealth Partners Inc. relating to the closing of the private placement contemplated by the Qualifying Transaction;

• material change report dated October 21, 2021, closing of the private placement contemplated by the Qualifying Transaction;

• Filing Statement dated February 11, 2022;

• press release dated February 14, 2022, relating to the filing of the Filing Statement on SEDAR;

• press release dated February 16, 2022, relating to the completion of the Qualifying

Transaction; and

• material change report dated February 17, 2022, relating to the completion of the Qualifying Transaction.

DATED February 17, 2022.