MDF MDF Commerce Inc

mdf commerce inc. (“mdf commerce”) (TSX: MDF), a leader in SaaS commerce technology solutions, is pleased to announce that it has completed today its previously announced $67.8 million bought deal public offering of subscription receipts and $52.6 million private placement of subscription receipts for aggregate gross proceeds of $120.4 million.

mdf commerce issued 8,480,000 subscription receipts (the “Public Subscription Receipts”) at a price of $8.00 per Public Subscription Receipt (the “Offering Price”), on a bought-deal public offering basis, for gross proceeds of $67.8 million (the “Public Offering”), through a syndicate of underwriters co-led by Scotiabank, as sole bookrunner, and Echelon Wealth Partners Inc., and including Acumen Capital Finance Partners Limited, Desjardins Securities Inc., Laurentian Bank Securities Inc. and National Bank Financial Inc. (collectively, the “Underwriters”). In addition, mdf commerce has granted the Underwriters an option to purchase up to 1,272,000 additional Public Subscription Receipts at the Offering Price at any time up to 30 days after closing of the Public Offering, for additional gross proceeds of up to $10.2 million.

Concurrently with the closing of the Public Offering, mdf commerce also completed with Fonds de solidarité FTQ and Investissement Québec the private placement (the “Concurrent Private Placement”), at the Offering Price, of 3,587,667 and 2,989,722 subscription receipts (collectively, the “Private Subscription Receipts”, and collectively with the Public Subscription Receipts, the “Subscription Receipts”), respectively, for aggregate gross proceeds of $52.6 million. The Private Subscription Receipts are subject to a four month hold pursuant to Canadian securities laws.

Each Subscription Receipt will entitle the holder thereof to receive, upon the satisfaction of certain conditions and without payment of additional consideration or further action, one common share of mdf commerce.

mdf commerce will use the net proceeds of the Public Offering and the Concurrent Private Placement, along with funds drawn on new revolving and term credit facilities and funds drawn from its cash on hand, to fund the purchase price and related transaction costs payable in connection with the previously announced acquisition of the business of Periscope Intermediate Corp. (“Periscope”), a portfolio company of Parthenon Capital Partners (the “Acquisition”).

The gross proceeds from the Public Offering (less 50% of the Underwriters’ fee) and from the Concurrent Private Placement will be held by Computershare Trust Company of Canada (the “Subscription Receipt Agent”), as escrow agent on behalf of the holders of Subscription Receipts and deposited in an interest-bearing trust account to be maintained by the Subscription Receipt Agent, pending the completion of the Acquisition.

Certain insiders of mdf commerce participated in the Public Offering and purchased an aggregate of 25,750 Public Subscription Receipts. Participation of insiders of mdf commerce in the Public Offering constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), but is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders exceeds 25% of mdf commerce’s market capitalization. mdf commerce did not file a material change report 21 days prior to the closing of the Public Offering as the details of the participation of the insiders of mdf commerce had not been confirmed at that time.

Availability of Documents

Copies of related documents, such as the (final) short form prospectus, underwriting agreement, subscription agreements, subscription receipt agreements and stock purchase agreement relating to the Acquisition are available under mdf commerce’s profile on SEDAR at www.sedar.com.

General Information

In this press release, “mdf commerce” or the words “we”, “our” and “us” refer, depending on the context, either to mdf commerce inc. or to mdf commerce inc. together with its subsidiaries and entities in which it has an economic interest. All dollar amounts refer to Canadian dollars, unless otherwise expressly stated.

Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities legislation, including those regarding the Acquisition. Forward-looking information also includes, but is not limited to, statements regarding mdf commerce's business objectives, expected growth, results of operations, performance and financial results, statements with respect to the expected timing and completion of the Acquisition, and statements with respect to the anticipated benefits of the Acquisition and mdf commerce's ability to successfully integrate Periscope’s business. This press release also contains forward-looking information with respect to the indebtedness to be incurred under a new credit facilities and the aggregate purchase price payable in connection with the Acquisition. Although the forward-looking information is based on what mdf commerce believes are reasonable assumptions, current expectations and estimates, investors are cautioned from placing undue reliance on this information as actual results may vary from the forward-looking information. Forward-looking information may be identified by the use of forward-looking terminology such as “believe”, “forecast”, “synergies”, “intend”, “may”, “will”, “expect”, “estimate”, “anticipate”, “continue” or similar terms, variations of those terms or the negative thereof, and the use of the conditional tense as well as similar expressions. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about, mdf commerce’s ability to retain its customers, mdf commerce’s ability to implement its growth strategy through acquisition, mdf commerce’s response to the industry’s rapid pace of change, the competitive environment, mdf commerce’s ability to protect its computer environment and deal with defects in software or failures in processing transactions, mdf commerce’s use of “open source” software, intellectual property and other proprietary rights, mdf commerce’s management and employees, mdf commerce’s cyber security, regulatory changes, mdf commerce’s ability to do business in emerging countries, mdf commerce’s ability to execute its strategic plan, the effect of the COVID-19 global pandemic, foreign currency, liquidity, credit, current global financial conditions, additional financing and dilution and market liquidity of the common shares of mdf commerce, all as further and more fully described in the “Risk Factors and Uncertainties” section of mdf commerce’s annual information form dated June 9, 2021 for the fiscal year ended March 31, 2021, management’s discussion and analysis of financial condition and results of operation of mdf commerce dated June 9, 2021, as at and for the years ended March 31, 2021 and 2020, management’s discussion and analysis of financial condition and results of operation of mdf commerce dated August 11, 2021, as at and for the three-month period ended June 30, 2021 and elsewhere in mdf commerce’s filings with the Canadian securities regulators, as applicable.

About mdf commerce inc.

mdf commerce inc. (TSX: MDF) enables the flow of commerce by providing a broad set of SaaS solutions that optimize and accelerate commercial interactions between buyers and sellers. Our platforms and services empower businesses around the world, allowing them to generate billions of dollars in transactions on an annual basis. Our Strategic Sourcing, Unified Commerce and emarketplace platforms are supported by a strong and dedicated team of approximately 700 employees based in Canada, the United States, Denmark, Ukraine and China. For more information, please visit us at mdfcommerce.com, follow us on LinkedIn or call at 1-877-677-9088.

About Periscope Intermediate Corp.

Periscope is a leading eProcurement solution provider with over 20 years of industry experience that offers a fully integrated, end-to-end procurement solution to both state and local government agencies and suppliers in the U.S. Periscope’s end-to-end eProcurement solution is built specifically for U.S. government agencies, allowing them to more efficiently purchase goods and services, source contracts, analyze spend, post bids and transact on a public procurement platform that offers a consumer-like shopping experience. For more information, visit www.periscopeholdings.com

For further information:

mdf commerce inc.

Luc Filiatreault, President & CEOToll free: 1-877-677-9088, ext. 2004 Email: luc.filiatreault@mdfcommerce.com

Deborah Dumoulin, Chief Financial Officer Toll free: 1-877-677-9088, ext. 2134Email: deborah.dumoulin@mdfcommerce.com

André Leblanc, Vice President, Marketing and Public AffairsToll Free: 1-877-677-9088, ext. 8220 Email: andre.leblanc@mdfcommerce.com