VSBGF - VSBLTY Announces Non-Brokered Private Placement of Convertible Debentures
(TheNewswire)
NOT FOR DISTRIBUTION TO U.S.NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
PHILADELPHIA, PA., - TheNewswire - March 27, 2024 — VSBLTY GroupeTechnologies Corp. (the “ Company ” or“ VSBLTY ”) (OTCQB: VSBGF) (CSE: VSBY) (Frankfurt 5VS), is pleasedto announce a proposed non-brokered private placement of convertible unsecureddebentures (the “ Debentures ”) for gross proceeds of up toC$2,400,000 (the “ Offering ”).
The Debentures will bear interest from the date ofissuance at a rate of 18% per annum on an accrual basis, calculatedand payable semi-annually, and will mature on the date (the“ Maturity Date ”) that is 24 months after the date of issuance (the“ Closing Date ”).
The principal amount of the Debentures, together withany interest accrued but unpaid, may be converted, in whole or inpart, at any time before the Maturity Date, into units of the Company(each, a “ Unit ”), at the election of the Debenture holder at US$0.122(C$0.165) per Unit.
Each Unit will consist of one common share in thecapital of the Company (a “ Share ”) and one Share purchase warrant (a“ Warrant ”). Each Warrant will be exercisable into one Share (eacha, “ WarrantShare ”) at a price of US$0.122 (C$0.165) perWarrant Share for a period of 36 months from the Closing Date.
The terms of the Offering were determined based onnegotiations with certain lead investors.
The Debentures will be offered and sold by privateplacement (i) in Canada to “accredited investors” within themeaning of National Instrument 45-106 – Prospectus Exemptions andother exempt purchasers in each province of Canada; and (ii) outsideof Canada on a basis which does not require the qualification orregistration of any of the Shares or the Warrants comprising theDebentures. The securities issued in the Offering will be subject toapplicable hold periods imposed under applicable securitieslegislation.
The Company may pay finder's fees on the Offeringwithin the amount permitted by the policies of the Canadian SecuritiesExchange (" CSE "). The netproceeds from the Offering will be used for general and corporateworking capital purposes.
Closing of the Offering is subject to a number ofconditions, including receipt of all necessary corporate andregulatory approvals, including the CSE. Thesecurities issued in the Offering will be subject to applicable holdperiods imposed under applicable securities legislation. The Offering is not subject to a minimum aggregate amount ofsubscriptions.
The Company will not proceed with any further tranchesof its previously announced private placement of units most recentlydisclosed in the Company’s news release dated January 23,2024.
On Behalf of the Board of VSBLTYGroupe Technologies Corp.
" JayHutton ”
Chief Executive Officer and 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 Offering and the use of proceeds therefrom. Theforward-looking statements contained in this press release areexpressly qualified in their entirety by this cautionary statement.All forward-looking statements in this press release are made as ofthe date of this press release. The forward-looking statementscontained herein are also subject generally to assumptions and risksand uncertainties that are described from time to time in theCompany's public securities filings with the Canadian securitiescommissions. Although the Company believes the expectations expressedin such forward-looking statements are based on reasonableassumptions, such statements are not guarantees of future performanceand actual results may differ materially from those in forward lookingstatements. The Company expressly disclaims any intention orobligation to update or revise any forward-looking statements whetheras a result of new information, future events or otherwise.
The securities issued pursuant to the Offering havenot, nor will they be registered under the United States SecuritiesAct of 1933, as amended, and may not be offered or sold within theUnited States or to, or for the account or benefit of, U.S. persons inthe absence of U.S. registration or an applicable exemption from theU.S. registration requirements. This news release shall not constitutean offer to sell or the solicitation of an offer to buy nor shallthere be any sale of the securities in the United States or in anyother jurisdiction in which such offer, solicitation or sale would beunlawful.
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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