Please welcome EMERGE Commerce. Ghassan Halazon will be presenting this morning. Thank you. Thank you, everyone. Good morning. We're going to get started here. Thank you. Hi, everyone. My name is Ghassan Halazon. I am the founder and CEO of EMERGE Commerce, TSXV ECOM. Before we jump into the presentation, I wanted to spend 30 seconds telling you about myself and where we're at, where we're looking to go here in a short moment. Really for the past 16 or so years, I've been exclusively focused on acquiring, scaling, building, buying, selling, restructuring e-commerce and digital brands for a living. It's really all I've been doing. Through the journey, we've learnt quite a bit, and we've had some valuable lessons along the way. We're applying those into what we believe is now a foundational e-commerce model for scaling profitably. Let's jump right into the presentation. I'll give you a sense of where the business is at today, but we're really excited about this particular juncture. We're at an inflection point, and you're about to see it. The EMERGE of today, as I said, is a disciplined acquirer and operator of profitable e-commerce brands and technologies. We do so across Canada and the U.S. primarily. We have about a CAD 30 million revenue business on about CAD 45 million or so in gross sales. The business is profitable. We are adjusted EBITDA positive CAD 1.7 million on a TTM basis. Our run rate is approaching closer to CAD 2 million, which we think is realistic in and around that level for 2026. We are a cash flow positive company. We had about CAD 2.4 million in cash flow from operations in 2025, in part because of how we negotiated one of our acquisitions and the inventory payment plan tied to it very creatively and favorably to ourselves. The business was sitting at CAD 4.9 million on a reported basis at the end of Q2, rather Q3 preliminary, which we came out with recently. We're 39% gross margin. That has increased from about 36% average last year, in part, again, because of a new acquisition that we've made. We'll jump into that. Ultimately, we have a portfolio of five brands and across three verticals, and I'll run you through them real quick now. The ECOM portfolio, again, TSXV ECOM, we have our grocery flagship brand, truLOCAL. It is the market leader in Canada in premium meat and seafood. If you don't believe me, ChatGPT it. Proud to say that we are aligned there and we are recognized as the market leader in Canada. We deliver directly from local farmers across Canada on a province-by-province basis. Grass-fed beef, organic chicken, wild-caught salmon, straight to your door, free shipping, and we are the only player who does this nationwide. The market leader in the U.S. is ButcherBox, if any of you have heard of that name. It is a $500 million revenue business. We think this is a blue sky opportunity for EMERGE, and we are at the forefront of it on the grocery side. Our largest brand, about 50% of our revenue. On the other end of the spectrum, we have golf. Our portfolio of golf experiences, products, and apparel. Online, offline, tee times, discounts, golf balls, you name it, we are probably in it in the golf space. Our flagship brand originally was UnderPar, but as you are about to see, we have built on that momentum by adding and growing JustGolfStuff and more recently, Tee 2 Green, one of our recent acquisitions. We are, unlike truLOCAL, which is exclusively focused in Canada, the golf business expands Canada and the U.S. Then we have EMERGE B2B, which we ushered in earlier this year with the acquisition of Viral Loops, which is a customer acquisition platform. It is a marketing engine. Companies in e-commerce and in retail spend millions of CAD online. It is actually their largest line item on Facebook, on Google, on TikTok. We said, why not own an engine that helps us grow, EMERGE, and gives us free customer acquisition tools? That is what we did, and of course, there is also a financial benefit. The business is highly cash flow positive. We will talk about that shortly again. This is just a quick overview. Deep diving a little bit more, truLOCAL, as I said, about 50% of our overall revenue. We have shipping capabilities across the country, three regional hubs from Ontario, B.C., and Alberta. Obviously, let us say the buy Canadian and support local trend has not hurt this business. It has obviously been a boon to our business, and we stood true to the brand. We stuck with our local farmers, we stuck with Canada only, and now we have gained from it. 2025 was a huge growth year, both revenue and profitability. What I really like about this model is the CLTV to CAC. For those of you who do not speak the language, we are talking about customer lifetime value, how much people pay while they are with us on the service, versus how much it costs us to acquire these customers, again, on Facebook, on Google, et cetera. When we go buy customers and attract them to become a paying monthly subscriber, it is costing us CAD 100-CAD 150. But these customers are going on to spend CAD 2,000 plus, right? On a 30% gross margin, roughly, so call it CAD 500, CAD 600 fully baked CLTV on a gross profit margin, and that is deeply in the money because the box average is about CAD 250 per box, and we are making 30%. We are making CAD 70 or CAD 80 a box, and people are going on to spend way more than three boxes, right? We are deeply in the money there, and we think that's a critical holy grail in e-commerce to be able to scale 15 to CAD 150 million through the longer term. We shift focus to the golf side. It started with UnderPar, which was discounted tee times, primarily across Ontario, California, and a few other major golf states in the U.S., Arizona, Florida, et cetera. During COVID, golf became the hottest thing in town, as many of you might recall. That actually wasn't a good thing for our business because golf courses were way too busy to need discounts on our marketplace. They didn't need us anymore to bring customers through the door. That, of course, as the economy and as the market has cooled, is starting to come back nicely. UnderPar is recovering. But in the meanwhile, over the past few years, we haven't just been sitting there patiently waiting for it to come back. We've actually gone ahead and leveraged our 400,000 captive audience. We have an email database of 400,000 members that we can click with a button for free and reach every day, and we do. We took that attention and we shifted it to the golf product side, where we grew a marketplace called JustGolfStuff.ca in Canada,.com in the U.S. And we grew that business pretty much from nothing to CAD 5 million with no additional team resources. That became the foundation for saying, well, if we took that audience from experiences and sold it into products, what else can we do? Who else can we buy in this space and build on that? We acquired Tee 2 Green in April of 2025, and this, more than any other acquisition, was most transformative for EMERGE. It was what I would characterize as an old school cash flowing business, one of those boring low growth businesses. It had retail, it had roadshows/pop-ups across Ontario. It came from effectively a retiring founder at the time, Bob, who'd done this for 38 years, had all the big licensing relationships with the TaylorMades and the Callaways and the Cobras of the space. Let's deep dive into that case study, because I think this is really the footprint, or rather the roadmap of what we want to do more of at EMERGE in this sort of new phase of acquisitive growth. Tee 2 Green was about CAD 6 million plus in revenue and just shy of CAD 1 million of EBITDA when we acquired it. As I said, it was a special situation, retiring founder. That's the type of stuff you read a lot about. They don't have a succession plan. They're looking for a safe landing, if you will. We came in, we picked up the business for 2.2 times EBITDA. Half of that upfront, so CAD 1 million plus in cash. Actually, half of that cash came from selling a dormant domain that we owned called Shop.ca. We sold that to Shopify, and we picked those proceeds up and plugged them right into buying Tee 2 Green. That was a pretty cool story there. Since then, more importantly, so we got a steal of a deal, let's say. It was complimentary right away. We had the audience to pour in. We had the advertising playbook digitally to pour in. The results speak for themselves. Tee 2 Green's revenue increased about 39% in its first year under EMERGE, up from about 3% growth year-over-year prior. I will let you in on a little stat as well. Tee 2 Green just eclipsed $10 million in revenue at EMERGE. Again, this is a business we picked up for CAD 2 million plus. EBITDA, more importantly, adjusted EBITDA grew close to 60%. So we are talking CAD 1.6 million in adjusted EBITDA from Tee 2 Green. The stat I love most, we made our money back, the upfront portion, the CAD 1 million plus, in about 90 days on a cash flow basis. Next up, Viral Loops. That is the B2B enablement business that we just discussed. The idea here, again, in an AI world, is offering super easy, seamless, no code, developer-friendly, and founder-friendly really, tools that people can use to run their own contest. If one of you or a loved one or someone decided overnight to start a Shopify site and sell jewelry or pet products or T-shirts, and they wanted to build a very, very quick wait list and get hype around it and create some magic. Say, if a friend comes along and shares this message and two friends join, you get this discount, they get that discount. To do that really quickly and without having any technical knowledge, that is what Viral Loops does. It does all sorts of campaigns. It has hundreds of clients. As I said, it is profitable and cash flowing on day one. What is interesting as well about Viral Loops is the way we acquired it. In this case, there was a borderline distressed public company, parent company, that owned it. It was a special situation where that parent company was looking to pay down some debt. We swooped in late last year and closed the deal for 2.9 times EBITDA, and under four times cash flow. That is the new EMERGE. That is why I said we are at an inflection point. We are kind of doing something a bit different than the EMERGE of old. The EMERGE of old would go after sexy. We would chase sexy. We would chase the new kid on the block. The current EMERGE model is going after boring in every way but the cash flow that it prints. Speaking of boring updates and progress, we recently refinanced our existing debt facility, about CAD 5.85 million, from an alternative lender who was charging us about 11% in interest variable, down to about 7.3% with Desjardins, obviously a well-known Canadian financial institution, one of the largest. This debt facility, by the way, I will let you in on, for those of you who are newer to EMERGE. This debt facility once upon a time was CAD 25 million in debt, total. We brought it down through the prior years. We de-leveraged, and now we have a much longer-term, cheaper facility. A bit of the before/after here. Our alternative lender was on a 12 to 18-month renewal cycle. They would get you on the fees. Every year you would have to get ready, and it would turn into current liabilities on the balance sheet. It would cause a bit of chaos and a bit of risk. Now we have the benefit of a much longer-term facility into 2033, September 2033. Interest rate down to 7.3%, prime plus 2.5. No more cash flow leakage from the fees, and of course, in addition to that, a CAD 1 million operating line for seasonality. The result is longer-term visibility, lower costs on a cash basis, and higher flexibility. A bit of the picture on share price and our progress. As I said, EMERGE comes from a pretty difficult, dark place a few years ago with extreme levels of debt, a portfolio that was coming down from the peak pandemic highs. We find ourselves here with the semblance of what is a major multi-year turnaround cleanup effort that we're exiting. EMERGE sits at about a market cap of, today actually, this is a few days old, but about CAD 14 million in market cap, an EV of about CAD 16 million-CAD 17 million. Our total debt is about CAD 8 million against CAD 4.8 million in cash, at the time of the slide. Essentially what we're saying is overall fully baked picture, you're looking at an EV that's sitting at close to half times revenue, and we'll be talking a little bit more about how we view the competitive landscape here shortly. You've heard a bit about me upfront, but I wanted to mention we added Mike Murphy, our CFO at EMERGE, who's joined from numerous scale-ups and cleanups over the years. Most notably Quisitive, which was a public company that was taken private, and Mike joined them at a time when they were around CAD 20 million in revenue, so a bit smaller than us now, and all the way up, saw it all the way up to CAD 150 million in runway revenue at the time. Morris Flynn is our operator on the golf side. He's worked his magic across Tee 2 Green, as we mentioned, JustGolfStuff, which grew 10x, and WagJag prior to that, a business that we sold for 2 times our purchase price. On the board, in addition to myself, we have the Chairman, Iain McKinnon, who notably was on the board of Constellation Software with Mark Leonard for about 13 years, up until 2018. Iain has been a great mentor and thinker for us, and we roll our sleeves up together. He's very involved. We've worked hand in hand in this multi-year turnaround effort to bring EMERGE to start playing offense again, which it is. John Kim, most notably is on the board of WELL Health, a billion-dollar health tech roll-up in Canada. He's been a big support professional. Both of them are independent board members. Really tough to find perfect comps for EMERGE, so we draw on a bit of inspiration, a bit of parallels, whether it's in retail, D2C, e-commerce, roll-ups in the broader digital space. Any way you look at it, and you can pick and choose these or others, you'll notice that EMERGE, at least in our view, remains highly undervalued relative to peers. Relative to peers. We sit at, as I said, around half times revenue, and peers are sitting at 2-3 times revenue, 2-2.7 times. On an EBITDA basis, there is also a major gap, which again, we do not like to comment too much on the market, but whether it is because it has been a few years of cleanup, whether it is because our progress has not been rewarded yet, TBD. We are excited that there is a gap to fill, and we hope our execution will do the talking. In terms of the types of acquisitions we make, I just wanted to confirm that I am also human. We, in this new era of EMERGE, tend to focus, as I said, on what I characterize loosely as boring cash flowing businesses. Grocery, golf, B2B, where we have synergy, right? We are not going decentralized where there is no synergy. We need them to be at least stable. They do not need to be growing fast. Our model is moderate organic growth plus high double-digit growth through adding these acquisitions. CAD 500K to CAD 2 million in EBITDA is a sweet spot. As you have seen from our last two acquisitions, we like to be opportunistic, and we like to be creative with our structuring. Final slide before we take any questions, if anyone has them. This is the EMERGE roadmap or vision. If you ask me, where is ECOM going to be in 3, 4, 5 years? How does this all look like? The way I like to sum it up is we have multiple multi-hundred million dollar opportunities across each of these verticals. ButcherBox in the U.S. alone is $500-plus million, doing what truLOCAL does in Canada. We are the market leader here. We have 8 different competitors in the truLOCAL segment alone. We have 3 to 4 truLOCAL for pet food types. We have corporate gifting outlets that we are looking at. We have software companies for the food tech space. I always tell the team that the face of Canadian food tech has yet to emerge, if you will. Pardon the pun. I think we have an amazing opportunity on the food side, where I personally spend a lot of my time. This is half of our portfolio. On the golf side, as I mentioned earlier, the golf team has done a masterful job of doing a lot with a little. We have grabbed the starting point with UnderPar. We have scaled it into a 10x with JGS, JustGolfStuff. Now with Tee 2 Green, a bigger business, we have catapulted it by 60% EBITDA in its first year with EMERGE. These are real results. We have acquired our latest batch of businesses at 2 to 3 times EBITDA. We have done this, and we have creatively structured with Tee 2 Green, I might add, an 8-year inventory plan. A lot of people ask me, "Well, how did you land on 8 years? That is unheard of, but why 8?" I said, "Because I asked for 10." We are there rolling our sleeves up. We are negotiating every bit of the way. We are scrappy as hell, and we are building what we believe is a multi-hundred million dollar opportunity in golf as well. We love the B2B enablement tools and support network that gives us the cash flow, the types of things that banks like, in this case, Desjardins giving us almost a 4% interest rate reduction because they saw that we are leaning into high-quality cash flow, lower seasonality, lower reliance on inventory. This was all a little puzzle in the background to get us to where we need to get to. That is it for now. EMERGE is, as I said, publicly listed on the TSXV, ticker ECOM, and I wanted to let you know, in closing, that I have never been more bullish on EMERGE. I am the founder of this company. I have never sold a single share through ups and downs. In fact, we have been buyers in the market. As late as September, a few of us were buying when we were not in blackout. I have personally purchased over CAD 150,000 since the go public. John Kim, one of our board members, just invested CAD 50K at $0.10 earlier this year and participated with me again in the market in September. We are bullish, we are long, we are strong, and we finally have a working model that makes financial sense with much more modest leverage at a much better interest rate that can allow us to continue to scale and build that flywheel into much bigger and permanent capital acquisitions. Thank you very much. Any questions? Yes, sorry. Where do you see the biggest opportunity for organic growth? What kind of EBITDA margins What kind of EBITDA margins Can you repeat it, please? Yeah. Can you just repeat the question? Yeah. Where do you see the biggest opportunity for organic growth? What kind of EBITDA margins can you guys expect? The question, in case the audience didn't hear it well, is, which are the biggest areas for organic growth, and what EBITDA margins are we targeting long term or medium term? Organically, I would say, look, you got to start with what I mentioned about truLOCAL, the CLTV to CAC, very clear-cut case. What that means is we can go much harder. Here's the trick and the realistic world we're in. We're balancing growth with profitability. A lot of e-commerce companies at our size, or take truLOCAL, let's say 15 million revenue, they're not profitable at those levels. We are, and we're choosing to balance modest organic growth with higher growth through acquisitions. If you ask me where there's opportunity, I say, well, ButcherBox is at 500 million. We're at 15. Why aren't we at least at 50? Just as an example. I look at the golf and look no further than Tee 2 Green. That thing just grew from 6 million to 10 million in a year and a half. Organic is in full display on that one. I think that we, as a model, have made the choice to opportunistically buy growth for 3x EBITDA rather than spend it organically because it's cheaper, it's more cost-effective, and it comes with cash flow today. Your question on EBITDA margins, EMERGE tends to vary between 5%-10%, depending on seasonally. Tee 2 Green and the golf are higher margin than truLOCAL, but Viral Loops is actually the highest margin, but it's the smallest business revenue wise. I think if you look at, let's say, a retailer at scale, and I know they're here, KITS Eyecare, for example, they tend to be a 4%-6% EBITDA margin right now at $200 million, $300 million revenue. We're already at that EBITDA margin. Where do I think the right target is for ECOM plus B2B? Probably in the 10%-12% range long term. Okay? Thank you. Yeah, thank you. Yes, please. In terms of M&A, what's the funnel Yeah. What's the funnel on the M&A side? Firstly, thank God for AI, by the way, because we used to need M&A teams to do what we're doing now and to reach out and so forth. I think basically, this is how I'll put it loosely. Our pipeline is the vast majority of it is in grocery, golf, and B2B enablement, the vast majority. I would characterize it as approaching CAD 30 million in EBITDA, okay, at different levels and stages of conversation. One of the things we want to do is underpromise and overdeliver here. It's not like we have all of these under LOI, because what's the point? We're not going to do that many deals. Right now, we're very focused. If you just look at our track record, it speaks for itself lately. This year, we did Viral Loops in March. We closed that LOI by January. Last year, we did Tee 2 Green in April. We are out of the woods. We have Desjardins. Our cash flow is building up. Could it be maybe a target of 2 acquisitions a year? Yeah, I would like us to work to a point. It would probably take us a couple of quarters, and we are a tight team. We are not running around. We are not here to overdigest. To give you a sense of pure pipeline, no bullshit, we know these players, and this is the other thing. People ask me, "Well, how do you get your deals? How do you get your deals?" I have been in this space for 16 years. If I want to buy or sell a business, I call someone up and we have That is what Viral Loops was. A CEO called me and said, "This might be interesting for you." No fees, no nothing. Raised the capital in 2 weeks. We closed the deal in March. We have a pretty tight framework, but we have a good selection of only profitable. We only look at profitable and cash flow positive day 1 companies. Can you speak to the customer acquisition cost on the golf side? Yeah, very interesting. We look at the UnderPar and JustGolfStuff side a bit differently because we do not have a subscription like truLOCAL. Our model there is more a funnel. We acquire folks to join the email membership for free to start getting the deals. We look at the cost per email, to acquire customers into joining the email program. Then we look at them into the customer level. The cost there is more like, I will use this loosely. Cost is more like somewhere between $10 and $30. Again, the AOV is smaller than truLOCAL. truLOCAL is $250. The golf might be something like $100 something. Then they do not come back as much as truLOCAL does because that is the subscription. But that's where the beauty now of if they may not come back on UnderPar, they may come back for equipment online. If they don't come back on equipment online, they may go to the stores in person. So that's what we're doing. We're reverse engineering a CLTV to CAC there, and it's working. That's all the time we have for questions. A few of you have your hands up. I'm around. I'll be here. And really appreciate all your time and attention, and thank you for your support. Thanks.
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