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PHILADELPHIA, Pa., Aug. 17, 2020 /CNW/ - VSBLTY Groupe Technologies Corp. (the "Company" or "VSBLTY") (CSE: VSBY) is pleased to announce that it has filed and received a receipt for a final short form prospectus dated August 17, 2020 with the securities commissions of British Columbia, Alberta, Saskatchewan and Ontario (the "Offering Jurisdictions"), in connection with the previously announced marketed offering of a minimum of 29,166,666 units of the Company (each a "Unit") and a maximum of 50,000,000 Units at a price of $0.12 per Unit (the "Offering Price") for minimum gross proceeds of $3,500,000 and maximum gross proceeds of $6,000,000 (the "Offering").

The Offering is being conducted on a commercially reasonable "best efforts" basis by Echelon Wealth Partners Inc., as lead agent, on behalf of a syndicate of agents including Eight Capital (collectively, the "Agents").

Each Unit will be comprised of one common share of the Company (each a "Common Share") and one Common Share purchase warrant (each a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share at an exercise price of $0.17 per Common Share. The Warrants will be exercisable for a period of 36 months following the closing of the Offering (the "Closing Date").

The Company has granted the Agents an over-allotment option (the "Over-allotment Option"), exercisable in whole or in part, at the discretion of the Agents, for a period of 30 days beginning on the Closing Date when the Maximum Offering is achieved, to purchase up to an additional 7,500,000 Units (the "Over-allotment Units") on the same terms and conditions as the Offering for an additional amount of up to $900,000.

As compensation, the Company will pay to the Agents a cash fee equal to 7% of the gross proceeds of the Offering (including gross proceeds from the exercise of the Over-allotment Option) and issue to the Agents Warrants (the "Agents' Warrants") exercisable into that number of Units equal to 7% of the number of Units sold under the Offering (including any Over-allotment Units issued upon the Agents' exercise of the Over-allotment Option). Each Agents' Warrant will  entitle  the  holder thereof to purchase one Common Share at an exercise price of $0.12 per Common Share for a period of 36 months from the Closing Date.

In addition, the Company announces that it has increased the size of the U.S. non-brokered private placement of units with terms identical to the Units to be completed concurrently with the Offering to up to 12,500,000 units for gross proceeds of up to $1,500,000 (the "Concurrent Private Placement"). The securities issuable under the Concurrent Private Placement will be subject to resale restrictions, including a Canadian four-month hold period. The closing of the Offering is not conditional upon the closing of the Concurrent Private Placement. No fees or compensation will be payable to the Agents in connection with the Concurrent Private Placement.

The Company intends to use the proceeds of the Offering and the Concurrent Private Placement for sales & marketing, research & development and for other general corporate purposes, as more particularly set out in the final short form prospectus available under the Company's profile at www.sedar.com.

The Offering and the Concurrent Private Placement are expected to close on or about August 28, 2020, or such other date as the parties may agree and are subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

On Behalf of the Board of VSBLTY Groupe Technologies Inc.

"Jay Hutton"
CEO & Director

About VSBLTY (www.vsblty.net)

Headquartered in Philadelphia, VSBLTY (CSE: VSBY) is a 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.

FORWARD LOOKING STATEMENT

This news release contains forward-looking statements, including statements regarding the Offering and the Concurrent Private Placement, including the terms of the Offering, the anticipated timing of closing and use of proceeds, and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, and which are described in the Company's public filings available under its profile at www.sedar.com. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company does not intend to update any of the included forward-looking statements except as required by Canadian securities laws.

SOURCE VSBLTY Groupe Technologies Corp.

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