VSBGF - VSBLTY Announces Non-Brokered Private Placement
(TheNewswire)
Philadelphia, PA - TheNewswire - July 11 , 2023 - VSBLTY Groupe TechnologiesCorp. (the “ Company ” or“ VSBLTY ”) (OTC:VSBGF)(CSE:VSBY) (Frankfurt:5VS) , a leading softwareprovider of security and retail analytics technology, is pleased to announce a non-brokeredprivate placement of units of the Company (" Units ") at aprice of $0.05 per Unit (the " Offering "), for anticipated grossproceeds of $1,500,000 to $3,500,000.
Each Unit will be comprised of one common share in thecapital of the Company (a " Share ") and oneShare purchase warrant (a " Warrant "). Each Warrant will entitle theholder thereof to acquire one additional share (a" WarrantShare ") at a price of $0.075 per WarrantShare for a period of 48 months from the closing date of theOffering.
Up to $2,500,000 of the Offering is being completedpursuant to the listed issuer financing exemption (the “ LIFE Offering ”)under Part 5A of National Instrument 45-106 Prospectus Exemptions (“ NI45-106 ”) and the securities issued in the LIFEOffering will not be subject to a hold period in accordance withapplicable Canadian securities laws. There will be an offeringdocument related to the LIFE Offering that will be available under theCompany's profile at www.sedar.com and at https://vsblty.net/ . Pr ospective investors should read this offering document beforemaking an investment decision.
In addition to the LIFE Offering, the Company maycomplete a concurrent private placement of Units pursuant toapplicable prospectus exemptions under NI 45-106 for gross proceeds ofup to an additional $2,500,000 (the " Concurrent Placement "), for aggregate gross proceeds in the Offering of upto $5,000,000. Such Units will be subject to a four-month and one dayhold period following the closing date of the Concurrent Placement.Closing of the LIFE Offering is not conditional upon the closing ofthe Concurrent Placement.
In connection with the Offering, the Company will payfinders’ fees of up to 7.0% of the gross proceeds raised by theCompany from the sale of Units to subscribers directly introduced tothe Company by eligible finders. In certain cases, where agreed by theapplicable finder, the Company may pay such finders’ fees in Sharesat a deemed issuance price of $0.05 per Share. In addition, theCompany will issue to eligible finders non-transferable finders’ warrants of up to 7.0% of the number ofUnits sold in the Offering. Each finders’ warrant willentitle the holder to acquire one Share at a price of $0.075 per Sharefor a period of 24 months from the date of issuance. The Company willpay Echelon Wealth Partners Inc. a corporate finance fee of $30,000 inconnection with the Offering, of which $15,000 will be payable in cashand $15,000 will be payable in Shares at a deemed issuance price of$0.05 per Share.
The Company intends to use the proceeds raised from theOffering for expanding the Company’s Store asa Medium networks and deployments, expanding commercial operations inBrazil, technology development, expanding security networkdeployments, general and administrative expenses, and workingcapital.
The Offering may close in tranches. The first trancheof the Offering is expected to close on or around July 18, 2023, orsuch earlier or later date that the Company may determine. TheOffering is subject to certain conditions including, but not limitedto, receipt of all necessary approvals.
On Behalf of the Board of VSBLTYGroupe 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
About VSBLTY ( http://vsblty.net/ )
Headquartered in Philadelphia, VSBLTY (OTCQB: VSBGF)(CSE: VSBY) (Frankfurt: 5VS) (OTC: VSBGF) (“ VSBLTY ”) is theworld leader in Proactive Digital Display™, which transforms retailand public spaces as well as place-based media networks withSaaS-based audience measurement and security software that usesartificial intelligence and machine learning. Its proprietarytechnology effectively integrates with other digital retail solutions,including QR codes and mobile applications. The firm is alsorecognized for its leadership role in the growing Store as a Mediummovement that enables brands to reach customers when and where buyingdecisions are being made while producing a new revenue stream forretailers.
FORWARD LOOKING INFORMATIONSTATEMENT
This release may contain forward-looking statements.Forward-looking statements are statements that are not historicalfacts 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, statementsrelating to the LIFE Offering, the Concurrent Placement and the use ofproceeds therefrom. The forward-looking statements contained in thispress release are expressly qualified in their entirety by thiscautionary statement. All forward-looking statements in this pressrelease are made as of the date of this press release. Theforward-looking statements contained herein are also subject generallyto assumptions and risks and uncertainties that are described fromtime to time in the Company's public securities filings with theCanadian securities commissions. Although the Company believes theexpectations expressed in such forward-looking statements are based onreasonable assumptions, such statements are not guarantees of futureperformance and actual results may differ materially from those inforward looking statements. The Company expressly disclaims anyintention or obligation to update or revise any forward-lookingstatements whether as a result of new information, future events orotherwise.
The securities issued pursuant to the LIFE Offering andthe Concurrent Placement have not, nor will they be registered underthe United States Securities Act of 1933, as amended, and may not beoffered or sold within the United States or to, or for the account orbenefit of, U.S. persons in the absence of U.S. registration or anapplicable exemption from the U.S. registration requirements. Thisnews release shall not constitute an offer to sell or the solicitationof an offer to buy nor shall there be any sale of the securities inthe United States or in any other jurisdiction in which such offer,solicitation or sale would be unlawful.
The Canadian Securities Exchangedoes not accept responsibility for the adequacy or accuracy of thisrelease. The Canadian Securities Exchange has neither approved nordisapproved the contents of this press release.
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