Venzee Technologies Announces Closing of Previously Announced Transaction to Acquire Jasper PIM Solution Business from Digital Commerce Payments, Completion of $1 Million Private Placement, Settlement of Outstanding Debt and Proposed Name Change

VANCOUVER, British Columbia–(BUSINESS WIRE)–Venzee Technologies Inc. (TSXV: VENZ) (“Venzee” or the “Company”) is pleased to announce that it has completed the previously-announced transaction with Digital Commerce Payments Inc. (“DCP”) to acquire DCP’s Jasper Software as a Service (SaaS) Product Information Management (PIM) Solution business (the “Jasper Business”) pursuant to a transaction agreement dated October 31, 2025. The Jasper PIM solution is a tool that helps eCommerce merchants organize their inventory data and syncs that data to e-commerce platforms, allowing merchants to build better online products and get to market faster.

Summary of Transaction

On December 31, 2025, Venzee completed its acquisition of the Jasper Business, including the right to use related software (the “Jasper Software”), for consideration of CAD$2,850,000, which was satisfied through the issuance of 30,000,000 common shares (“Shares”) in the capital of Venzee to DCP (the “Transaction”). The purchase price is not subject to any adjustments. As described in further detail in the Company’s information circular dated November 7, 2025 (the “Information Circular”), the consideration for the Transaction was allocated CAD$1,600,000 to the license of the Jasper Software (the “Jasper Software License”) and CAD$1,250,000 to the other assets, properties and rights comprising the Jasper Business (the “Jasper Assets”). The Jasper Software License is a perpetual license for the Jasper Software, subject to the terms and conditions of the right of use agreement governing its license (the “Right of Use Agreement”), and does not convey ownership of the Jasper Software.

In accordance with the terms of the asset conveyance agreement governing the transfer of the Jasper Assets (the “Asset Conveyance Agreement”), DCP’s total liability for indemnification and other claims pursuant to the Asset Conveyance Agreement in respect of the Jasper Assets is capped at CAD$1,250,000, except in respect of any claim relating to intentional misrepresentation and fraud. In accordance with the terms of the Right of Use Agreement, DCP’s total liability for indemnification and other claims pursuant to the Right of Use Agreement relating to the Jasper Software License cannot exceed the amounts paid to DCP in the 12-month period preceding the event giving rise to the claim, and is therefore capped at CAD$1,600,000.

Under the Asset Conveyance Agreement, the Company has assumed and agreed to pay and discharge all liabilities associated with or relating to the Jasper Assets or the Jasper Business arising out of events or circumstances that occur after the closing of the Transaction. These liabilities represent ordinary course liabilities to perform under supplier and customer contracts and are not material. Any provision of support, maintenance and other services related to the Jasper Software by DCP or a third party service provider designated by DCP would be subject to Venzee entering into a separate agreement with DCP or such third party service provider.

Reference should be made to the full text of the Asset Conveyance Agreement and the Right of Use Agreement, the forms of which are appended to the Transaction Agreement available under the SEDAR+ profile of Venzee at www.sedarplus.ca.

All Shares issued pursuant the Transaction were issued at a deemed issue price of CAD$0.095 per share, which was the closing price of the Shares on the TSX Venture Exchange (the “TSXV”) on October 31, 2025, being the last trading day prior to announcement of the Transaction. Shares issued pursuant to the Transaction are subject to escrow requirements of the TSXV, and will be released over a 36-month period from the date of the TSXV’s bulletin with respect to the Transaction, with 10% being released on the date of the bulletin and 15% being released at six month intervals following such date. No finder’s fees were payable in connection with the Transaction.

Debt Settlement

As part of the Transaction, DCP and its affiliates agreed to convert all of the outstanding debt owing to them by Venzee into Shares, and Venzee sought the agreement of each other holder of Venzee’s convertible debentures (“Convertible Debentures”) to convert their Convertible Debentures into Shares (the “Debt Settlement”). The Debt Settlement was completed concurrently with the Transaction. Pursuant to the Debt Settlement, a total of 30,591,845 Shares were issued, as follows:

• DCP was issued 9,837,147 Shares in satisfaction of CAD$828,000 in unpaid consulting fees and CAD$106,529 accrued and unpaid interest thereon relating to consulting services provided by DCP to Venzee since the third quarter of 2023.
• DCP was issued 12,285,853 Shares in satisfaction of CAD$1,010,000 and CAD$157,156 accrued and unpaid interest owing by the Company to DCP pursuant to cash loans and accrued interest evidenced by the promissory notes.
• DCP was issued 83,605 Shares in satisfaction of USD$28,392.31 of indebtedness owing by Venzee to certain former employees, which was assumed by DCP at a discounted purchase price of USD$5,678.46.
• Pateno Payments Inc. (“Pateno”), an affiliate of DCP, was issued 3,464,427 Shares in satisfaction of CAD$290,000 principal amount of Convertible Debentures and CAD$39,121 accrued and unpaid interest thereon.
• Other holders of Convertible Debentures were issued an aggregate of 4,920,813 Shares in satisfaction of CAD$405,000 aggregate principal amount of Convertible Debentures and CAD$62,477 accrued and unpaid interest thereon.

CAD$50,000 aggregate principal amount of Convertible Debentures and approximately CAD$8,349 accrued and unpaid interest remains outstanding and was not converted into Shares pursuant to the Debt Settlement, representing Convertible Debentures held by holders who did not agree to participate in the Debt Settlement. The Company is continuing to pursue conversion of such Convertible Debentures into Shares on the same terms as the Debt Settlement.

All Shares issued pursuant the Debt Settlement were issued at a deemed issue price of CAD$0.095 per share. No finder’s fees were payable in connection with the Debt Settlement.

Private Placement

In connection with the Transaction, on December 31, 2025, Venzee issued 10,526,316 Shares to Pateno at a price of CAD$0.095 per share for aggregate gross proceeds of approximately CAD$1,000,000 on a private placement basis.

Venzee proposes to offer and issue up to an additional 21,052,631 Shares at a price of CAD$0.095 per Share for aggregate gross proceeds of up to an additional CAD$2,000,000 on a private placement basis. Proceeds of such private placements (collectively, the “Private Placement”) will be used to fund Venzee’s working capital needs relating to the operation of the Jasper Business. The Private Placement may be completed on one or more closing dates. It is anticipated that there will be no finder’s fees payable in connection with the Private Placement. Shares issued to Pateno and otherwise pursuant to the Private Placement will be subject to a hold period of four months and one day following the date of issuance, in accordance with applicable securities laws and TSXV policies.

Proposed Name Change

To reflect Venzee’s new Jasper Business, Venzee proposes to change its name to “JasperX Technologies Inc.” in the first quarter of 2026. Venzee’s name change will be subject to acceptance by the TSXV and approval by its board of directors.

Disinterested Shareholder Approval

The Transaction, the Debt Settlement and the Private Placement are each considered a “related-party transaction” within the meaning of TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Please refer to Venzee’s news release dated November 3, 2025 and the Information Circular, each available under the SEDAR+ profile of Venzee at www.sedarplus.ca, for additional disclosure provided in accordance with MI 61-101. As announced by the Company on December 11, 2025, the Transaction, the Debt Settlement and the Private Placement were each approved by a majority of disinterested shareholders of the Company in accordance with the policies of the TSXV and MI 61-101 at the Company’s annual general and special meeting held on December 10, 2025.

Early Warning Disclosures

Immediately prior to the Transaction, Jeffrey J. Smith, Chief Executive Officer of DCP and a director of Venzee, together with joint actors DCP and Pateno, had beneficial ownership of, or exercised control and direction over, 22,274,136 Shares, representing approximately 44.33% of the total issued and outstanding Shares on a non-diluted basis. Through Pateno, Mr. Smith also exercised control and direction over CAD$290,000 principal amount of unsecured Convertible Debentures bearing interest at a rate of 5% per annum and convertible into an aggregate of approximately 966,666 units of the Company comprised of one Share and one Share purchase warrant (each, a “Debenture Warrant”), with each Debenture Warrant exercisable into a Share for a period of five years from the date of issuance of such Convertible Debentures at a price of CAD$0.48 per Share. Assuming conversion of such Convertible Debentures and exercise of the Debenture Warrants, immediately prior to the Transaction, Mr. Smith would have had beneficial ownership of, or exercise control and direction over, an aggregate of 24,207,468 Shares, representing approximately 46.39% of the total issued and outstanding Shares on a partially diluted basis. Mr. Smith in his personal capacity had ownership and control over 1,155,953 Shares, representing approximately 2.30% of the issued and outstanding Shares on a non-diluted basis.

As a result of the Transaction, the Debt Settlement and the Private Placement, Mr. Smith, through his joint actors, acquired control and direction over an additional 66,197,348 Shares, representing approximately 54.54% of the total issued and outstanding Shares on a non-diluted basis, being 121,367,980 Shares.

Immediately following completion of the Transaction, Mr. Smith, together with joint actors DCP and Pateno, has beneficial ownership of, or exercised control and direction over, 88,471,484 Shares, representing approximately 72.90% of the total issued and outstanding Shares on a non-diluted basis. Mr. Smith in his personal capacity has ownership and control over 1,155,953 Shares, representing approximately 0.95% of the issued and outstanding Shares on a non-diluted basis.

The early warning disclosures above are issued pursuant to National Instrument 62-103 – The Early Warning Systems and Related Take-Over Bids and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the Company is a reporting issuer containing information with respect to the foregoing matters (“Early Warning Report”). The Early Warning Report containing additional information with respect to the foregoing matters will be filed and made available under the SEDAR+ profile of Venzee at www.sedarplus.ca.

The head office of the Company is Suite 170, 422 Richards Street, Vancouver, British Columbia, V6B 2Z4, and Mr. Smith’s address is 736 Meridian Road NE, Calgary, Alberta, T2A 2N7.

About Venzee

Venzee unlocks Shareholder value by carrying out its mission to create intelligent technology that empowers companies to optimize their ecommerce execution and win on the digital shelf. Its modern PIM/PXM platform disrupts and displaces inefficient manual processes in favor of integrated, machine-driven solutions. To learn more about the Venzee platform, visit https://venzee.com.

About DCP

In a world where innovation and disruption are key to success, DCP is leading the charge with cutting- edge digital payment solutions. From seamless integrations to fully customizable options, DCP helps its customers put fast, reliable solutions at the heart of their businesses. DCP was incorporated under the laws of the Province of Alberta and is not a “reporting issuer” under applicable securities legislation in any jurisdiction and its securities are not listed for trading on any stock exchange. To learn more about DCP, visit https://dc-payments.ca.

Further Information

All information contained in this news release with respect to Venzee and DCP was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

For further information regarding the Transaction or to obtain a copy of the applicable Early Warning Report, please contact:

Peter Montross

Chief Executive Officer, Venzee Technologies Inc.

[email protected]
503-320-8046

Jeffrey J. Smith

Chief Executive Officer

Digital Commerce Payments Inc.

[email protected]

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This news release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information may relate to Venzee’s future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, projected costs, capital expenditures, financial results and taxes involving Venzee. In some cases, forward-looking information can be identified by such terms such as “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “be achieved”, “will be taken”, “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “predicts”, “potential”, “continue”, “likely”, “forecasts”, “schedule”, or variations or the negative thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward looking statements in this news release include, but are not limited to, statements regarding: (i) completion of the Private Placement, including the total gross proceeds received pursuant thereto; (ii) expectations regarding payments of finder’s fees in connection with the Private Placement; (iii) the sufficiency of the proceeds of the Private Placement to allow Venzee to meet its working capital requirements following completion of the Transaction; (iv) expectations regarding the Company’s proposed name change and timing thereof; and (v) conversion of any further Convertible Debentures into Shares.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Venzee to be materially different from those expressed or implied by such forward-looking information, including but not limited to: (i) Venzee’s ability to successfully integrate the Jasper Business into Venzee’s existing operations, which may impact Venzee’s ability to achieve its expected financial projections and targets; (ii) Venzee’s ability to fund the ongoing costs associated with the integration of the Jasper Business into its existing operations, which may negatively impact Venzee’s ability to achieve the benefits of the Transaction; (iii) global financial conditions, and the related impact of geopolitical and social uncertainties, and fluctuating conditions in respect of the market for e-commerce software solutions, which may impact Venzee’s ability to achieve the its financial projections and targets; (iv) the willingness of DCP to continue to provide working capital and infrastructure support for Venzee’s day-to-day operations; (v) total gross proceeds received pursuant to the Private Placement, which may impact the ability of the Company to meet its working capital requirements; (vi) receipt of required approvals from the TSXV to give effect to the proposed name change; and (vii) the willingness of holders of outstanding Convertible Debentures to agree to convert their Convertible Debentures into Shares. When relying on forward-looking statements to make decisions, Shareholders and others should carefully consider the foregoing factors and other uncertainties and potential events. Readers are cautioned that the foregoing list of factors is not exhaustive.

Certain assumptions were made in preparing the forward-looking information concerning: (i) the performance of the Jasper Business and the Jasper Software at the desired efficiency once integrated with Venzee’s operations; (ii) the sufficiency of capital resources available for the integration of the Jasper Business and the Jasper Software, and Venzee’s operations overall; (iii) ongoing consumer demand for e-commerce software solutions; (iv) Venzee’s ability to maintain its status as a going concern; and (v) there being no regulatory changes affecting the Jasper Business. Additional information about assumptions and risks and uncertainties is contained under “Risk Factors and Uncertainties” in Venzee’s management’s discussion and analysis for the financial year ended March 31, 2025 and the period ended June 30, 2025, which are available at the website for the System for Electronic Document Analysis and Retrieval at www.sedarplus.ca under Venzee’s profile, and in other filings that Venzee has made and may make with applicable securities authorities in the future.

Although Venzee has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained in this news release relates only to events or information as of the date on which the statements are made, and is expressly qualified in its entirety by this cautionary statement. Venzee does not undertake to update any forward-looking information, except as required by applicable securities laws.

Contacts

Peter Montross

Chief Executive Officer, Venzee Technologies Inc.

[email protected]
503-320-8046

Jeffrey J. Smith

Chief Executive Officer

Digital Commerce Payments Inc.

[email protected]