Philadelphia, PA - TheNewswire - July 21, 2023 - VSBLTY Groupe Technologies Corp. (the “Company” or “VSBLTY”) (OTC:VSBGF) (CSE:VSBY) (Frankfurt:5VS), is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement (the “Private Placement”) offering of units of the Company ("Units") at a price of $0.05 per Unit (the "Offering") for gross aggregate proceeds of approximately $3,362,500.

Each Unit was comprised of one common share in the capital of the Company (a "Share") and one Share purchase warrant (a "Warrant"), with each Warrant entitling the holder thereof to acquire one additional share (a "Warrant Share") at a price of $0.075 per Warrant Share until July 20, 2027.

$2,500,000 of the Offering was completed pursuant to the listed issuer financing exemption (the “LIFE Offering”) under Part 5A of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) and the securities issued in the LIFE Offering will not be subject to a hold period in accordance with applicable Canadian securities laws.  Concurrently with the LIFE Offering, the Company also completed a concurrent private placement of Units pursuant to applicable prospectus exemptions under NI 45-106 (the "Concurrent Placement"), for aggregate gross proceeds in the Offering of approximately $862,500.  Such Units are subject to a four-month and one day hold period following the closing date of the Concurrent Placement.

Pursuant to the Private Placement, the Company issued 67,250,000 Units at a price of $0.05 per Unit for total gross proceeds of approximately $3,362,500.

Jay Hutton, the CEO and director of the Company purchased 500,000 Units and 500,000 Warrants in the principal amount of $25,000 under the Offering. This purchase constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The related party transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact that neither the fair market value of the shares subscribed for by the insider, nor the consideration for the shares paid by the insider, exceeded 25% of the Company’s market capitalization.

The Company intends to use the proceeds of the Private Placement for expanding the Company’s Store as a Medium networks and deployments, expanding commercial operations in Brazil, technology development, expanding security network deployments, general and administrative expenses, and working capital, as more particularly set out in an offering document that is available under the Company's profile at www.sedar.com and at https://vsblty.net/.

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 LIFE Offering, the Concurrent Placement 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 LIFE Offering and the Concurrent Placement 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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