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Vsblty Groupe Technologies Corp (2)
Symbol VSBY
Shares Issued 88,476,126
Close 2026-03-30 C$ 0.10
Market Cap C$ 8,847,613
Recent Sedar+ Documents

Vsblty Groupe arranges $7-million private placement

2026-03-30 20:06 ET - News Release

Subject: VSBLTY NR PDF Document

File: Attachment 2026-03-30_VSBLTY_NR_Financing.pdf

FOR IMMEDIATE RELEASE

VSBLTY Groupe Technologies Announces Non-Brokered Private Placement of Units and Convertible Debentures for Gross Proceeds of up to $7.0 Million

PHILADELPHIA, PA -- March 30, 2026 -- VSBLTY Groupe Technologies Corp. (CSE: VSBY) (OTC: VSBGF) (Frankfurt: 5VS) ("VSBLTY" or the "Company") announces that it intends to complete a non-brokered private placement (the "Offering") consisting of (i) units of the Company (the "Units") and (ii) convertible debenture units of the Company (the "Convertible Debenture Units"), for aggregate gross proceeds of up to $7,000,000 CAD.

Unit Offering

Each Unit will be priced at $0.105 CAD and will consist 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 will entitle the holder to purchase one (1) additional Common Share at a price of $0.18 CAD 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 $0.30 CAD for a period of ten (10) consecutive trading days.

The Warrants will 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.

Convertible Debenture Offering

Each Convertible Debenture Unit will consist of a $1,000 CAD principal amount unsecured debenture and 7,407 Warrants. The Convertible Debentures will bear interest at a rate of 8% per annum on an accrual basis, with the first interest payment being due one year from the date of issue and payable quarterly thereafter.

The principal amount of the Convertible Debentures, together with any interest accrued but unpaid, will be convertible into Common Shares, at the election of the holder, at a conversion price equal to $0.135 CAD per Common Share.

Each Warrant will entitle the holder to purchase one (1) additional Common Share at a price of $0.18 CAD 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 CSE equals or exceeds $0.30 CAD for a period of ten (10) consecutive trading days.

The Warrants will 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.

Closing

The Offering is expected to close on or about April 7, 2026, subject to the receipt of all necessary regulatory approvals, including the approval of the CSE. All securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities legislation.

The Company may pay cash finder's fees to certain eligible and qualified finders as approved by the CSE in an amount equal to up to 3.5% of the gross proceeds raised under the Offering.

The net proceeds of the Offering will be used for general working capital purposes.

RSUs Grant

The Company granted 650,000 RSUs to certain directors, consultants, and employees, with each RSU entitling the holder to receive one Common Share upon settlement, which vest immediately on the date of grant as determined by the Board, and expire on or before March 24, 2029, in accordance with the Company's Restricted Share Unit Plan.

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, and include, without limitation, statements regarding the completion of the Offering, the anticipated use of proceeds, the expected closing date of the Offering, and the anticipated regulatory and shareholder approvals. 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, including, without limitation: the Offering may not be completed on the terms described herein or at all; the Company may not achieve its projected revenue or profitability targets; market conditions may change; the Company may not receive necessary regulatory or shareholder approvals; and other risks more fully described in the Company's continuous disclosure filings available on SEDAR+ at www.sedarplus.ca. 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 Units and Convertible Debentures have not been, and will not 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 absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

For Further Information:

VSBLTY Groupe Technologies Corp.

Linda Rosanio, Chief Commercial Officer and Co-Founder

Email: lrosanio@vsblty.net

Web: www.vsblty.net

Investor Relations:

Harbor Access

Jonathan Paterson

Tel: 475-477-9401

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