February 14, 2024


PHILADELPHIA, PA., January 23, 2024 — VSBLTY Groupe Technologies Corp. (the “Company” or “VSBLTY”) (OTCQB: VSBGF) (CSE: VSBY) (Frankfurt 5VS), announces that further to its news releases dated November 15, 2023, December 19, 2023 and December 22, 2023, it has closed the second tranche (the “Second Tranche”) of its previously announced private placement (the “Private Placement”) of units of the Company (“Units“), issuing 4,464,200 Units at a price of $0.13 per Unit for a total of approximately $580,346.

Each Unit issued in the Second Tranche is comprised of one common share in the capital of the Company (a “Share“) and one Share purchase warrant (a “Warrant“), with each Warrant entitling the holder thereof to acquire one additional Share (a “Warrant Share“) at a price of $0.16 per Warrant Share for a period of 36 months from the date of issuance.

In connection with the closing of the Second Tranche, the Company paid finders fees of approximately $46,426, an advisory fee of $37,500 and issued an aggregate of 357,136 Share purchase warrants (the “Finders Warrants”) to eligible finders. Each Finders Warrant entitles the holder thereof to acquire one additional Share (a “Finders Warrant Share”) at a price of $0.16 per Finders Warrant Share for a period of 36 months from the date of issuance.

The Company will use the net proceeds from the Offering for general corporate purposes, including salaries, consulting fees, legal and accounting fees, and investor relations expenses.

All securities issued pursuant to the Second Tranche are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

In addition, the Company is pleased to announce that it has engaged Triomphe Holdings Ltd. dba Capital Analytica (“Capital Analytica”) to provide investor relations and communications services to the Company in exchange for cash compensation of $120,000. The services will include continuing social media consultation regarding engagement and enhancement, social sentiment reporting, social engagement reporting, discussion forum monitoring and reporting, corporate video dissemination, and investor relations services. The term of the agreement with Capital Analytica is for a period of six months beginning February 1, 2024, and it is expected that the services will be provided by Jeff French, the President of Capital Analytica. Capital Analytica is a Nanaimo based company owned and operated by Jeff French who is arm’s length to the Company.

On Behalf of the Board of VSBLTY Groupe Technologies Corp.

“Jay Hutton”

CEO & Director

Investor Relations

Harbor Access

Jonathan Paterson, 475-477-9401

Graham Farrell, +1-416-842-9003

CONTACT: Linda Rosanio, 609-472-0877

About VSBLTY (

Headquartered in Philadelphia, VSBLTY (OTCQB: VSBGF) (CSE: VSBY) (Frankfurt: 5VS) (OTC: VSBGF) (“VSBLTY”) is the world leader in Proactive Digital Display™, which transforms retail and public spaces as well as place-based media networks with SaaS-based audience measurement and security software that uses artificial intelligence and machine learning. Its proprietary technology effectively integrates with other digital retail solutions, including QR codes and mobile applications. The firm is also recognized for its leadership role in the growing Store as a Medium movement that enables brands to reach customers when and where buying decisions are being made while producing a new revenue stream for retailers.


This release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts 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, statements relating to the Private Placement and the use of proceeds therefrom. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. All forward-looking statements in this press release are made as of the date of this press release. The forward-looking statements contained herein are also subject generally to assumptions and risks and uncertainties that are described from time to time in the Company’s public securities filings with the Canadian securities commissions. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

The securities issued pursuant to the Private Placement 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.


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