Venzee Technologies Completes Acquisition of Jasper PIM, $1M Private Placement, Debt Settlement, and Proposes Name Change to JasperX Technologies
Venzee Technologies Inc. (TSXV: VENZ) (“Venzee” or the “Company”) today announced the successful completion of its previously announced acquisition of the Jasper Software as a Service (SaaS) Product Information Management (PIM) solution business (“Jasper Business”) from Digital Commerce Payments Inc. (“DCP”), originally outlined in a transaction agreement dated October 31, 2025. The acquisition, along with a concurrent debt settlement and private placement, positions Venzee for significant growth in the e-commerce and PIM markets, while the Company also announced a proposed name change to “JasperX Technologies Inc.” to better reflect its expanded business focus.
Acquisition of Jasper PIM Business
On December 31, 2025, Venzee completed the acquisition of DCP’s Jasper Business, which provides a cloud-based PIM solution that enables e-commerce merchants to efficiently organize, manage, and synchronize inventory data across multiple platforms. This functionality helps merchants streamline product listing processes, reduce errors, and accelerate time-to-market for online products.
Under the terms of the transaction, Venzee issued 30,000,000 common shares of the Company to DCP as full consideration for the Jasper Business, representing a total value of CAD$2,850,000 based on the closing price of Venzee shares on the TSX Venture Exchange (“TSXV”) as of October 31, 2025. The consideration was allocated between CAD$1,600,000 for the perpetual license of Jasper Software (“Jasper Software License”) and CAD$1,250,000 for the other assets and rights comprising the Jasper Business (“Jasper Assets”).
It is important to note that while the Jasper Software License provides Venzee with perpetual usage rights, ownership of the underlying software remains with DCP, and the license is governed by a Right of Use Agreement. Liability for indemnification by DCP under this agreement is capped at the amounts paid to DCP over the 12 months preceding any claim, ensuring a defined limit for potential future disputes.
For the Jasper Assets, the Asset Conveyance Agreement caps DCP’s total liability at CAD$1,250,000, excluding claims related to intentional misrepresentation or fraud. Post-closing, Venzee has assumed responsibility for all ordinary course liabilities related to the Jasper Business, including supplier obligations and customer contracts. Any ongoing software support or maintenance from DCP will require a separate agreement.
All shares issued under the transaction are subject to TSXV escrow requirements and will be released over a 36-month period, with 10% released upon TSXV bulletin publication and 15% every six months thereafter. No finder’s fees were involved.
Debt Settlement
Concurrent with the acquisition, Venzee completed a debt settlement with DCP and other holders of its outstanding Convertible Debentures. Under this arrangement, all qualifying debt was converted into common shares of Venzee (“Debt Settlement”), totaling 30,591,845 shares issued.
Breakdown of the Debt Settlement includes:
- DCP:
- 9,837,147 shares for CAD$828,000 in unpaid consulting fees and CAD$106,529 in accrued interest.
- 12,285,853 shares for CAD$1,010,000 in principal and CAD$157,156 in accrued interest from cash loans.
- 83,605 shares for USD$28,392.31 owed to former employees, purchased at a discounted price of USD$5,678.46.
- Pateno Payments Inc. (“Pateno”):
- 3,464,427 shares in exchange for CAD$290,000 principal amount and CAD$39,121 in accrued interest from Convertible Debentures.
- Other Convertible Debenture Holders:
- 4,920,813 shares in satisfaction of CAD$405,000 principal and CAD$62,477 in accrued interest.
A small portion of debt, CAD$50,000 in principal and CAD$8,349 in accrued interest, remains outstanding from holders who did not participate in the settlement. Venzee continues to pursue conversion of these remaining debentures on the same terms.
All shares issued under the Debt Settlement were issued at a deemed price of CAD$0.095 per share, consistent with the closing TSXV price. No finder’s fees were payable.
Private Placement
In addition to the acquisition and debt settlement, Venzee issued 10,526,316 shares to Pateno at CAD$0.095 per share, raising approximately CAD$1,000,000 through a private placement. The proceeds are intended to fund working capital needs related to the operation of the Jasper Business.
Venzee also proposes to offer up to an additional 21,052,631 shares at the same price, potentially raising an additional CAD$2,000,000. This private placement may occur in one or more closings, and no finder’s fees are expected. All shares issued under this placement will be subject to a statutory four-month and one-day hold period in accordance with Canadian securities laws.
Proposed Name Change
Reflecting its expanded business and focus on the Jasper PIM platform, Venzee plans to change its corporate name to “JasperX Technologies Inc.” in the first quarter of 2026. The name change is subject to TSXV approval and board confirmation, signaling the Company’s strategic pivot to a PIM- and SaaS-focused growth path.
Disinterested Shareholder Approval
The acquisition, debt settlement, and private placement constitute related-party transactions under TSXV Policy 5.9 and Multilateral Instrument 61-101. Each was approved by a majority of disinterested shareholders at Venzee’s annual general and special meeting held on December 10, 2025. Additional disclosure and documentation are available in the Company’s Information Circular and news releases on SEDAR+.
Early Warning Disclosures
Before the transaction, Jeffrey J. Smith, CEO of DCP and director of Venzee, along with joint actors DCP and Pateno, controlled 22,274,136 shares, representing approximately 44.33% of the Company. Including Convertible Debentures and Debenture Warrants, this represented 46.39% on a partially diluted basis.
Following the acquisition, debt settlement, and private placement, Mr. Smith and his affiliates gained control of an additional 66,197,348 shares, increasing total beneficial ownership and control to 88,471,484 shares, or 72.90% of Venzee’s outstanding shares. Mr. Smith individually controls 1,155,953 shares. Early warning reports detailing these changes have been filed under National Instrument 62-103 and are available on SEDAR+.
The completion of the Jasper PIM acquisition, coupled with the strengthened balance sheet through the private placement and debt conversion, positions Venzee to accelerate growth in the e-commerce software market. The Jasper platform is highly complementary to Venzee’s existing technology and provides an opportunity to expand recurring SaaS revenue streams, improve operational efficiency for clients, and deepen engagement with e-commerce merchants seeking streamlined product data management solutions.
The proposed name change to JasperX Technologies Inc. aligns with the Company’s strategic vision and reinforces its commitment to leading in product information management and e-commerce enablement.
Venzee’s head office remains at Suite 170, 422 Richards Street, Vancouver, British Columbia, V6B 2Z4.
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