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- February 23, 2021

mdf commerce announces $80 Million 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./

Montreal, February 23, 2021 - mdf commerce inc. ("mdf commerce" or the "Corporation") (TSX: MDF), a leader in SaaS commerce technology solutions, announced today that it has entered into an agreement with a syndicate of underwriters led by Stifel GMP (the "Lead Underwriter", and together with the syndicate of underwriters, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase on a bought deal basis 5,517,242 common shares of the Corporation (the "Common Shares") at a price of $14.50 per Common Share (the "Offering Price") for gross proceeds of approximately $80 million (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 Corporation up to 827,586 additional Common Shares at the Offering Price for additional gross proceeds of up to approximately $12 million to the Corporation. 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 approximately $92 million.

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

Luc Filiatreault, President & CEO, commented: "This investor support is yet another testament to the strength and success of our growth strategy. We will continue our relentless pursuit of empowering businesses through efficient SaaS solutions that enable the flow of commerce, particularly in the grocery technology vertical".

The Offering is expected to close on or about March 15, 2021 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) 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.

Forward-Looking Statements

This press release contains certain forward-looking statements with respect to the Corporation. These forward-looking statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those expected 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 the 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.

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
Toll Free: 1 877 677-9088, ext. 8220
Email: aleblanc@mdfcommerce.com