EMERGE Commerce Inc. entered into a letter of intent to acquire Aumento Capital VII Corporation (TSXV:AUOC.P) in a reverse merger transaction for CAD 29.8 million on May 14, 2020. On August 19, 2020, EMERGE Commerce Inc. entered into a definitive business combination agreement to acquire Aumento Capital VII Corporation in a reverse merger transaction (RTO Transaction). As per the letter of intent Aumento will consolidate its outstanding common shares on the basis of three quarters (0.75) of a post-consolidation common share for every one (1) common share of Aumento, the holders of common shares of Emerge will receive common shares of the resulting issuer in exchange for their Emerge Shares on the basis of an exchange ratio of one (1) Aumento post-consolidation common share for every one (1) Emerge Share issued and outstanding as at the Closing, all outstanding warrants and stock options of Emerge either automatically adjust in accordance with the terms thereof such that following completion of the RTO Transaction. The Resulting Issuer will issue to the holders of Emerge Shares approximately 79,522,774 common shares of the Resulting Issuer on a post-consolidation basis. Following the completion of the transaction, it is anticipated that, immediately thereafter, the Resulting Issuer will have 81,022,774 Resulting Issuer Shares issued and outstanding with: (a) former Emerge shareholders (not including Subscription Receipt holders) holding an aggregate of 67,301,558 Resulting Issuer Shares, representing approximately 83.1% of the outstanding Resulting Issuer Shares; (b) former Aumento shareholders holding an aggregate of 1,500,000 Resulting Issuer Shares, representing approximately 1.9% of the outstanding Resulting Issuer Shares; (c) Subscription Receipt holders holding an aggregate of 11,639,254 Resulting Issuer Shares, representing approximately 14.4% of the outstanding Resulting Issuer Shares; and (d) Agent Subscription Receipt holders holding an aggregate of 581,962 Resulting Issuer Shares, representing approximately 0.7% of the outstanding Resulting Issuer Shares.

On the date of the definitive Agreement and subject to completion of the Private Placement and the prior approval of the TSXV, Aumento will advance an aggregate of CAD 0.25 million to Emerge by way of secured loan. Emerge will apply the proceeds of the Aumento Loan to fund the costs of the transaction. On closing of the RTO transaction, the Aumento loan will be consolidated as a debt assumed by the resulting issuer. As of July 17, 2020, Emerge has completed a private placement offering of 11,639,254 subscription receipts at a price of $0.75 per Subscription Receipt for gross proceeds of $8,729,440.50, with the final tranche completed on September 22, 2020. The Resulting Issuer will continue the business of Emerge. The Resulting Issuer has applied to list on the TSXV as a Tier One Technology issuer. Aumento Capital VII Corporation will change its name to Emerge Commerce Inc. upon close of the transaction.

The management and board of directors of the resulting issuer will be replaced with Ghassan Halazon as a director, President and Chief Executive Officer, Fazal Khaishgi as Chief Operating Officer and Jonathan Leong as Chief Financial Officer, and Nima Besharat as Corporate Secretary together with four other nominees of Emerge to the board of directors. Upon completion of the Amalgamation, James Walker, Paul Pathak and Roger Daher shall resign as directors of Aumento and Roger Daher shall resign as President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary of Aumento. Subject to Exchange approval, the directors of the Resulting Issuer as at the effective time shall be Ghassan Halazon, Drew Green, Kia Besharat, Nima Besharat, Jonson Sun, and John Kim. The transaction is subject to approval of Aumento's Board of Directors and is subject to the satisfaction of customary closing conditions, including: (i) the satisfactory completion of due diligence by each of Aumento and Emerge; (ii) receipt of all required approvals and consents relating to the RTO transaction, including without limitation all approvals of the shareholders of Aumento and Emerge, as required by the TSXV and under applicable corporate or securities laws; (iii) completion of the Private Placement; and (iv) the TSXV's approval for listing the resulting issuer shares.

Aumento held a meeting of its shareholders on September 8, 2020 at which its shareholders approved the Name Change, the Consolidation and the Contingent Board. Emerge held an annual general and special shareholder meeting on September 29, 2020 at which its shareholders approved, among other matters, the Amalgamation and related matters. The scheduled date of closing the transaction is December 7, 2020. TSX Trust acted as transfer agent to Aumento Capital VII.

EMERGE Commerce Inc. completed the acquisition of Aumento Capital VII Corporation (TSXV:AUOC.P) in a reverse merger transaction on December 7, 2020.