Ms. Linda Rosanio reports

VSBLTY ANNOUNCES LETTER OF INTENT FOR PROPOSED JOINT VENTURE WITH BURKHAN CAPITAL AND BPIH

Vsblty Groupe Technologies Corp. has entered into a letter of intent (LOI) with Burkhan Capital Inc. and Business Platform Investment Holding Company (BPIH), a Saudi Arabian company, to explore the formation of a strategic joint venture focused on technology deployment and infrastructure initiatives in the Kingdom of Saudi Arabia and certain surrounding markets.

The proposed joint venture would restructure Vsblty's existing Saudi-related operations into a newly formed entity based in the Kingdom of Saudi Arabia. The parties intend that the joint venture would combine their respective strategic, operational and regional capabilities to pursue opportunities involving artificial-intelligence-enabled security systems, data centre infrastructure, computer vision, data fusion software deployments and related technology infrastructure projects in the region.

Under the preliminary terms outlined in the LOI, the parties intend that the proposed joint venture would be owned equally by Vsblty, Burkhan Capital and BPIH, with each party holding a 33.3-per-cent interest, subject to the negotiation and execution of definitive agreements and the satisfaction of certain conditions.

As contemplated in the LOI:

• Vsblty would contribute certain Saudi-related business operations and provide access to its software platforms and related technology capabilities to support the joint venture's activities in the region.
• Burkhan Capital would assist in pursuing strategic development opportunities, including facilitating access to potential project opportunities, capital sources and regional partnerships.
• BPIH would support local engagement and assist with regional relationships, project facilitation and operational co-ordination in Saudi Arabia.

The LOI also contemplates that Vsblty would license certain of its software products and services to the proposed joint venture for deployment within a defined regional territory, subject to the terms of future definitive agreements.

Executive commentary

Shahal Khan, chief executive officer of Burkhan Capital, commented:

"Burkhan seeks to work with technology companies that are developing solutions relevant to next-generation infrastructure and security needs. We believe Vsblty's computer vision, data fusion and analytics capabilities provide a strong foundation for potential projects in the region in data centre, defence and enterprise markets. We look forward to exploring opportunities together with Vsblty and BPIH."

Jay Hutton, co-founder and chief executive officer of Vsblty, said:

"This letter of intent represents an important step in expanding our strategic relationships in the Middle East. Saudi Arabia and the broader Gulf region are investing heavily in advanced technologies and infrastructure, and we believe collaboration with Burkhan Capital and BPIH may provide a framework for pursuing opportunities where our software platforms can be deployed effectively."

Next steps

The parties intend to work toward negotiating and executing definitive agreements relating to the formation and governance of the proposed joint venture, including a shareholders' agreement and related transaction documentation.

There can be no assurance that definitive agreements will be entered into or that the proposed joint venture will be completed on the terms described in the LOI, or at all.

About Vsblty Groupe Technologies Corp.

Vsblty Groupe Technologies is a software provider of artificial-intelligence-driven computer vision solutions that transform retail and public spaces into intelligent environments. Using advanced analytics and edge computing, Vsblty's technology enables real-time data insights that enhance security, safety and audience engagement.

We seek Safe Harbor.