Venzee Technologies to Acquire Jasper PIM Business, Launch $3 Million Private Placement, and Settle Outstanding Debt
Venzee Technologies Inc. (TSXV: VENZ) (“Venzee” or the “Company”) has announced that it has entered into a transaction agreement dated October 31, 2025, with Digital Commerce Payments Inc. (“DCP”) to acquire DCP’s Jasper Software as a Service (SaaS) Product Information Management (PIM) business (the “Jasper Business”). The Jasper PIM solution is a platform that helps eCommerce merchants organize inventory data and synchronize it across online marketplaces, improving product listings and accelerating time-to-market.
Transaction Overview
Under the terms of the agreement, Venzee will acquire the Jasper Business and the associated software (“Jasper Software”) for CAD$2.85 million, to be paid entirely in Venzee common shares upon closing.
DCP had previously acquired the Jasper Business from Saasquatch Capital Corp. (formerly Jasper Commerce Inc.) in June 2024 for up to CAD$1.5 million, of which about CAD$1.15 million has been paid. Since then, DCP has significantly enhanced the software, adding artificial intelligence capabilities for content generation and data mapping, improving system performance, and creating new integrations compatible with Venzee’s existing technology.
This acquisition is expected to bring immediate revenue potential to Venzee, while leveraging Jasper’s enhanced features and infrastructure for faster innovation and client scalability.
Debt Settlement and Board Approval
As part of the transaction, DCP and its affiliates will convert all outstanding Venzee debt owed to them into shares. Venzee will also seek similar conversions from holders of its convertible debentures, with the goal of completing the transaction debt-free (the “Debt Settlement”).
The Venzee Board of Directors unanimously approved the deal, with conflicted directors Jeffrey J. Smith and Pamela Draper abstaining. An independent fairness opinion by RwE Growth Partners, Inc. confirmed that the transaction is financially fair to shareholders.
All shares issued under the transaction will be priced at CAD$0.095 per share—the closing price on the TSX Venture Exchange (TSXV) as of October 31, 2025. The closing, subject to TSXV and shareholder approval, is anticipated in December 2025.
Further details will be provided in Venzee’s information circular ahead of the Annual General and Special Meeting of Shareholders scheduled around December 10, 2025.
Private Placement
To support the integration of the Jasper Business, Venzee plans to raise up to CAD$3 million through a non-brokered private placement of up to 31,578,947 shares at CAD$0.095 per share. Proceeds will fund working capital needs post-acquisition.
DCP or an affiliate has agreed to participate in the private placement with a CAD$1 million subscription. The placement is subject to TSXV approval and disinterested shareholder consent, with all issued shares carrying a four-month hold period.
Debt and Ownership Structure
Currently, DCP CEO and Venzee director Jeffrey J. Smith, together with DCP and Pateno Payments Inc., controls 22.27 million Venzee shares (44.33% ownership). Upon completion of the transaction, private placement, and debt settlement, Mr. Smith and his affiliates are expected to control approximately 88.35 million shares, or 72.5% of Venzee’s outstanding shares on a non-diluted basis.
Venzee is currently indebted to DCP under three promissory notes totaling about CAD$1.8 million, with an additional CAD$253,000 in accrued interest. DCP has also been providing consulting services to Venzee under a CAD$30,000-per-month agreement since March 2023. All debts and accrued interest will be settled in shares as part of the transaction.
Regulatory and Shareholder Considerations
The transaction, debt settlement, and private placement are all considered “related-party transactions” under TSXV Policy 5.9 and Multilateral Instrument 61-101, given that DCP is a control person and Mr. Smith serves as both a director of Venzee and President of DCP. Consequently, disinterested shareholder approval is required, excluding votes from DCP and Mr. Smith.
Venzee will rely on exemptions under MI 61-101 to forgo formal valuations. The company will seek approvals at the upcoming shareholder meeting, and closing is subject to both shareholder and TSXV consent.
About Venzee Technologies
Venzee Technologies Inc. (TSXV: VENZ) develops intelligent automation platforms for eCommerce optimization. Its Product Information Management (PIM) and Product Experience Management (PXM) systems streamline manual processes, enabling brands and retailers to improve efficiency and competitiveness on the digital shelf. More information is available at https://venzee.com.
About Digital Commerce Payments (DCP)
Digital Commerce Payments Inc. is a Canadian fintech innovator offering digital payment and technology integration solutions for businesses. Headquartered in Alberta, DCP is privately held and not listed on any exchange. Visit https://dc-payments.ca for more details.
