Subject: VSBLTY NR
PDF Document
File: Attachment 2026-04-22_VSBLTY_NR_First Tranche Closing NBPP of Units.pdf
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VSBLTY COMPLETES FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT OF UNITS
PHILADELPHIA, PA April 22, 2026 VSBLTY Groupe Technologies Corp. (CSE: VSBY) (OTC: VSBGF)
(Frankfurt: 5VS) (the "Company" or "VSBLTY") is pleased to announce that, further to its news release dated
March 30, 2026, the Company has closed the initial tranche of its previously announced non-brokered private
placement (the "Offering") of units of the Company (the "Units"), issuing an aggregate of 10,396,192 Units at a
price of C$0.105 per Unit for aggregate proceeds of approximately C$1,091,600 (including Units issued in
furtherance of a debt settlement, as discussed below).
Each Unit is comprised of one (1) common share in the capital of the Company (a "Common Share") and one
(1) Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one (1)
additional Common Share at a price of C$0.18 per Common Share for five (5) years from the issuance of the
Warrants, subject to an acceleration provision whereby the Company may accelerate the expiry of the Warrants
in the event that the volume-weighted average trading price of the Common Shares on the Canadian Securities
Exchange ( the "CSE") equals or exceeds C$0.30 for a period of ten (10) consecutive trading days.
The Warrants include a restriction that the Warrants may not be exercised if it would result in the holder, together
with any parties acting jointly or in concert with the holder, beneficially owning or exercising control or direction
over 20% or greater of the outstanding Common Shares, and until the issuance of the Warrants has been
approved at a duly called and held meeting of shareholders of the Company.
Of the 10,396,192 Units issued, 3,120,797 Units were issued in exchange for cancellation of certain promissory
notes held by arm's length parties in the aggregate amount of US$240,255. The debt settlement transactions
were completed at a price of C0.105 per Unit, being the same price as the other Units issued under the Offering.
Certain insider of the Company acquired Units in the Private Placement for aggregate gross proceeds of
$375,072. The participation by such insiders in the Private Placement constitutes a "related party transaction"
as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions
("MI 61-101"). These issuances to insiders are 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 such insider, exceeded 25% of the Company's
market capitalization.
The Company paid cash finder's fees in the amount of C$9,619.14, equal to 3.5% of the gross proceeds raised
from subscribers introduced by an arm's-length finder.
All securities issued pursuant to the Offering are subject to a statutory hold period of four months and one day
from the date of issuance, expiring August 23, 2026, in accordance with applicable securities legislation.
The net proceeds of the Offering will be used for general working capital purposes.
LEGAL_49367941.1
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 Groupe Technologies Corp.
Headquartered in Philadelphia, VSBLTY Groupe Technologies Corp. (CSE: VSBY) (OTC: VSBGF) (Frankfurt:
5VS) is a software technology company applying AI, computer vision, and multi-sensor data fusion to transform
how organizations perceive and respond to their environments. The Company's platform architecture V.Edge,
V.Next, V.Data, and Vector Sentinel provides a unified intelligence stack serving defense, smart city, and
commercial customers. VSBLTY's technology is deployed across multiple continents through strategic
partnerships and joint ventures, including the Winkel Media retail media network with AB InBev operating
across 55,000+ stores in Latin America.
Forward-Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" within the meaning
of applicable Canadian and United States securities legislation. Forward-looking statements are based on the
expectations, estimates, and projections of management as of the date of this news release. Forward-looking
statements are neither historical facts nor assurances of future performance. They are based on certain
assumptions and involve known and unknown risks and uncertainties that could cause actual results to differ
materially from those anticipated. The Company undertakes no obligation to update forward-looking statements,
except as required by applicable law. Readers are cautioned not to place undue reliance on forward -looking
statements.
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.
LEGAL_49367941.1
© 2026 Canjex Publishing Ltd. All rights reserved.