News

- October 19, 2020

mdf commerce inc. Announces Increase to Bought Deal Offering

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

Montréal, Canada, October 19, 2020 - mdf commerce inc. (TSX:MDF) ("mdf" or the "Company") announced today that, due to a stronger demand, it has agreed with a syndicate of underwriters led by Stifel GMP (together with the syndicate of underwriters, the "Underwriters"), to increase the size of its previously announced $40,000,000 bought deal offering. Pursuant to the upsized deal terms, the Underwriters have agreed to purchase, on a bought deal basis, 4,157,000 common shares (the "Common Shares") of the Company at a price of $10.00 per Common Share (the "Offering Price") for aggregate gross proceeds to mdf of $41,570,000 (the "Offering").

The Underwriters have also been granted an option (the "Over-Allotment Option"), exercisable in whole or in part and from time to time, at any time until 30 days after the closing date of the Offering, to purchase from the Company up to an additional 623,000 Common Shares at the Offering Price for additional gross proceeds of up to $6,230,000 to the Company. If the Over-Allotment Option is exercised by the Underwriters in full, aggregate gross proceeds of the Offering (including the Over-Allotment Option) will be $47,800,000.

The Common Shares will be offered by way of a short form prospectus to be filed in all of the provinces of Canada pursuant to National Instrument 44-101 – Short Form Prospectus Distributions and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended.

The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.

The Offering is expected to close on or about November 6, 2020 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.

About mdf commerce inc.

mdf commerce inc. (TSX:MDF), formerly known as Mediagrif Interactive Technologies Inc., 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 more than 600 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.

This press release contains certain forward-looking statements with respect to the Company. These forward-looking statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those contemplated by these forward-looking statements. We consider the assumptions on which these forward-looking statements are based to be reasonable, but caution the reader that these assumptions regarding future events, many of which are beyond our control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect us. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation. All amounts are in Canadian dollars.

For further information:

mdf commerce inc.
Paul Bourque, Chief Financial Officer
Tel.: 450 449-0102, ext: 2135
Toll Free: 1-877 677-9088 ext. 2135
Email: pbourque@mdfcommerce.com