VSBGF - VSBLTY Closes Second Tranche of Non-Brokered Private Placement for Gross Proceeds of $481350
(TheNewswire)
Philadelphia, PA - TheNewswire - July 25, 2023 - VSBLTY Groupe TechnologiesCorp. (the “ Company ” or“ VSBLTY ”) (OTC:VSBGF)(CSE:VSBY) (Frankfurt:5VS) , announces that further to its news releases dated July 11 andJuly 21, 2023 it has closed the second tranche (the “ Second Tranche ”) ofits previously announced non-brokered privateplacement (the “ PrivatePlacement ”) offering of units of the Company(" Units "), issuing 9,627,000 Units at a price of $0.05 per Unitfor gross proceeds of approximately $481,350 . Together with the firsttranche of the Private Placement, the Company has raised, inaggregate, total gross proceeds of approximately $3,843,850 under thePrivate Placement.
As part of the Second Tranche, the Company also settledan aggregate of $80,000 of outstanding indebtedness in considerationfor 1,600,000 Units issued at a price of $0.05 per Unit.
Each Unit issued in the Second Tranche is comprised ofone common share in the capital of the Company (a " Share ") and oneShare purchase warrant (a " Warrant "), with each Warrant entitlingthe holder thereof to acquire one additional Share (a" WarrantShare ") at a price of $0.075 per WarrantShare until July 25, 2027. All of the Units issued in the SecondTranche are subject to a statutory hold period until November 26,2023.
Certain insiders of the Company acquired Units in thePrivate Placement for aggregate gross proceeds of $216,350 . The participation by suchinsiders in the Private Placement constitutes a “related partytransaction” as defined under Multilateral Instrument 61-101 –Protection of Minority Security Holders in Special Transactions(“ MI 61-101 ”). Theseissuances to insiders are exempt from the formal valuation andminority shareholder approval requirements of MI 61-101 based on thefact that neither the fair market value of the shares subscribed forby the insiders, nor the consideration for the shares paid by suchinsiders, exceeded 25% of the Company’s marketcapitalization.
In connection with the Private Placement, the Companyhas paid finders fees of $124,865 and has issued an aggregate of3,091,900 Share purchase warrants (the “ Finders Warrants ”)and 900,900 Shares to eligible finders. Each Finders Warrant entitlesthe holder thereof to acquire one Share at a price of $0.075 per Sharefor a period of 24 months from the applicable closing date.
The Company intends to use the proceeds of the PrivatePlacement 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 working capital, as more particularly set out in an offeringdocument that is available under the Company's profile at www.sedar.com and at https://vsblty.net/ .
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 Private Placement and the use of proceeds therefrom.The forward-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 Private Placementhave not, nor will they be registered under the United StatesSecurities Act of 1933, as amended, and may not be offered or soldwithin 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 exemptionfrom the U.S. registration requirements. This news release shall notconstitute an offer to sell or the solicitation of an offer to buy norshall there be any sale of the securities in the United States or inany other jurisdiction in which such offer, solicitation or sale wouldbe 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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