File: '\\swfile\EmailIn\20240306 180257 Attachment 2024-03-07 News Release - Intention to Convert Debt.docx'

1388-2193-0506, v. 1

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

Veji Announces Intention to Complete Debt Settlements

VANCOUVER, BC, March 7, 2024 - Veji Holdings Ltd. ("Veji" or the "Company") (CSE: VEJI.X; OTC: VEJIF) is pleased to announce that the Company intends to settle (the "Debt Settlement") an aggregate of $112,500 in debt (the "Debt") through the issuance of 1,875,000 common shares of the Company at a price of $0.06 per share.

The Company intends to complete the Debt Settlement to preserve the Company's cash for working capital. A portion of the Debt being settled includes accrued fees to directors of the Company, but none of the debt includes payment for Investor Relations Activities (as such term is defined in the polices of the Canadian Securities Exchange (the "CSE")). All securities proposed to be issued in connection with the Debt Settlement will be subject to a statutory hold period of four months and one day from the date of issuance. The Debt Settlement is expected to close concurrently on or about March 14, 2024, subject to customary closing conditions, including, but not limited to, finalizing all contractual documentation and receipt of all applicable regulatory approvals, as applicable, including compliance with the policies of the CSE.

$65,000 of the Debt (the "Insider Debt") is held by Amar Purewal and Ryan Hounjet (together, the "Insiders"), who are both insiders of the Company, and, accordingly, the portions of the Debt Settlement (the "Insider Debt Settlements") relating to the Insider Debt will constitute "related party transactions", as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). In completing the Insider Debt Settlements, the Company intends to rely on exemptions the formal valuation requirements of MI 61-101, on the basis that the Company is not listed on a Specified Market (as defined in MI 61-101); and (ii) the minority shareholder approval requirements of MI 61-101, on the basis that the fair market value of the Insider Debt does not exceed $2,500,000, as determined in accordance with MI 61-101.

The securities to be issued pursuant to the Debt Settlements have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press 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.

ON BEHALF OF THE BOARD OF DIRECTORS:

Kory Zelickson, Director and CEO

About Veji Holdings Ltd.

The Company is a reporting issuer in Canada and is listed on the Canadian Securities Exchange under the symbol "VEJI.X" and on the OTC under the symbol "VEJIF". For more information, please visit www.VejiHoldings.com

For investor inquiries or further information, contact: 250-300-5103 or ir@vejiholdings.com

Forward-Looking Statements

This news release contains certain forward-looking statements. The use of the word "expected", "projected", "pursuing", "plans" and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this news release include statements regarding the Debt Settlements and the expected completion date thereof. The forward-looking statements are made as at the date hereof and the Company disclaims any intent or obligation to publicly update any forward-looking statements, where because of new information, future events or results, or otherwise, except as required by applicable securities laws.

The Canadian Securities Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.