PHILADELPHIA, PA - TheNewswire - November 15, 2023 - VSBLTY Groupe Technologies Corp. (the “Company” or “VSBLTY”) (OTC:VSBGF) (CSE:VSBY) (Frankfurt:5VS), is pleased to announce that it will proceed with a brokered private placement of up to 17,386,600 units of the Company (the “Units”) at $0.16 per Unit for gross proceeds of up to approximately $2,781,856 (the “Offering”). Each Unit will consist of one common share in the capital of the Company (a “Share”) and one transferrable common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.20 for a period of 36 months from the closing of the Offering.

TriView Capital Ltd. (“TriView”) will act as lead broker and book-runner for the Offering. The Company has agreed to pay cash commissions equal to 8% of the gross proceeds of the Offering and to issue that number of broker warrants (the “Broker Warrants”) equal to 8% of the number of Units sold in the Offering. Each Broker Warrant will be exercisable to purchase one Share for a period of 36 months from the Closing Date at an exercise price of $0.20. Moneta Advisory Partners (Vancouver) Corp. (“Moneta”) will act as corporate finance advisor to the Company.

The Company will use the net proceeds from the Offering for general corporate purposes.

Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the CSE. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The Offering is not subject to a minimum aggregate amount of subscriptions.

On Behalf of the Board of VSBLTY Groupe Technologies Corp.

"Jay Hutton”

CEO & Director

Investor Relations

Harbor Access

Jonathan Paterson, 475-477-9401

Jonathan.Paterson@Harbor-Access.com

Graham Farrell, +1-416-842-9003

Graham.Farrell@Harbor-Access.com

CONTACT: Linda Rosanio, 609-472-0877 

lrosanio@vsblty.net

About VSBLTY (http://vsblty.net/)

Headquartered in Philadelphia, VSBLTY (OTCQB: VSBGF) (CSE: VSBY) (Frankfurt: 5VS) (OTC: VSBGF) (“VSBLTY”) is the world leader in Proactive Digital Display™, which transforms retail and public spaces as well as place-based media networks with SaaS-based audience measurement and security software that uses artificial intelligence and machine learning. Its proprietary technology effectively integrates with other digital retail solutions, including QR codes and mobile applications. The firm is also recognized for its leadership role in the growing Store as a Medium movement that enables brands to reach customers when and where buying decisions are being made while producing a new revenue stream for retailers.

FORWARD LOOKING INFORMATION STATEMENT

This release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements may include, without limitation, statements relating to the Offering and the use of proceeds therefrom. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. All forward-looking statements in this press release are made as of the date of this press release. The forward-looking statements contained herein are also subject generally to assumptions and risks and uncertainties that are described from time to time in the Company's public securities filings with the Canadian securities commissions. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release. The Canadian Securities Exchange has neither approved nor disapproved the contents of this press release.

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