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- August 31, 2021

mdf commerce completes the transformational acquisition of Periscope and becomes a public eProcurement leader in North America

Not for distribution to U.S. news wire services or dissemination in the United States

Montreal, Canada, August 31, 2021 – mdf commerce inc. (“mdf commerce”) (TSX: MDF), a leader in SaaS commerce technology solutions, is pleased to announce that it has completed today the previously announced acquisition (the “Acquisition”) of the business of Periscope Intermediate Corp. (“Periscope”), a portfolio company of Parthenon Capital Partners.

“We’re thrilled to officially welcome all of our colleagues from Periscope to the growing mdf commerce family. This transformative milestone effectively positions mdf commerce as a North American leader for public sector eProcurement, with the ability to fully serve the needs of government agencies as they increase their efforts to digitalize their procurement processes. Our combined strengths will allow us to accelerate growth within a largely untapped market and capitalize on near-term increases in infrastructure investments” stated Luc Filiatreault, President and Chief Executive Officer of mdf commerce. “We look forward to working in close collaboration with our existing and future clients to help improve efficiency and eradicate waste. As an example of the transformative effect that Periscope can have for clients, they have just been awarded the prestigious Excellence Through Collaboration Award from the National Association of State Chief Administrators for the successful implementation of ARBuy for the state of Arkansas. This award recognizes corporate partner companies that have partnered with a state to implement a project that positively impacts its service to the state.”

As a result of the closing of the Acquisition and pursuant to the terms of the subscription receipts previously issued (i) on a public offering bought deal basis 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., and (ii) on a private placement basis to Fonds de solidarité FTQ and Investissement Québec (collectively, the “Subscription Receipts”), each holder of Subscription Receipts will receive, without any further action, one common share of mdf commerce for each Subscription Receipt held.

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 anticipated benefits of the Acquisition and mdf commerce's ability to successfully integrate Periscope’s business. 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 & CEO
Toll free: 1-877-677-9088, ext. 2004
Email: luc.filiatreault@mdfcommerce.com

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

André Leblanc
Vice President, Marketing and Public Affairs
Phone: +1 (514) 961-0882
Email: andre.leblanc@mdfcommerce.com

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