Mr. Peter Montross reports

VENZEE ANNOUNCES UPSIZE OF CONVERTIBLE DEBENTURE OFFERING

Venzee Technologies Inc. has upsized the previously announced non-brokered private placement of unsecured convertible debentures previously announced on March 30, 2023. The principal sum of the debentures to be issued is increased from $160,000 to $410,000.

As previously announced, the Debentures will have a maturity date of three (3) years from the date of issuance and shall bear interest at a rate of 5% per annum, compounded and paid annually. The principal sum of the Debentures, or any portion thereof, are convertible at the option of the holder, anytime after six (6) months, into debenture units (each, a "Debenture Unit") at CAD$0.05 per Debenture Unit. The conversion within the first year can occur at $0.05 per unit (a "Unit"), but for the second and third year it must be the greater of $0.10 or Market Price (as defined in TSXV policy). Each Debenture Unit will consist of one common share (a "Share") and one common share purchase warrant (a "Warrant") with each Warrant exercisable at CAD$0.08 for five (5) years from the closing of the Debenture Offering.

The Company wishes to also disclose some features of the Debenture Certificates. Subject to the rights of the holder of the Debenture Certificate, the Company may, at its option, prepay up to half of the principal amount of the Debenture Certificate. At any time during the term of the Debenture Certificate that the Company's shares have an average trading price of $0.25 for a period of 30 consecutive trading days, the entire amount of the principal amount shall be deemed to be automatically converted into Units at the conversion price. As well, up to half of the principal amount will be redeemable at the option of the Company prior to the Conversion Commencement Date.

In connection with the Debenture Offering, the Company will pay finder's fees comprised of cash payment and finders' warrants to certain registered brokerage firms, as permitted by the policies of the Exchange and in accordance with applicable securities laws. The finders' warrants are exercisable at $0.08 per Share for a period of 36 months from date of issuance. The Debentures, Debenture Units, Warrants, finders' warrants and any Common Shares resulting from the conversion of the Debentures or the exercise of Warrants will be subject to a hold period of four (4) months and one day after the date of issuance thereof.

The Company is also applying to the Exchange for an extension to close the Debenture Offering, which is expected to close on or before June 12, 2023.

The Company will use the proceeds of the Debenture Offering for general operational purposes and working capital.

The Debenture Offering is subject to customary closing conditions, including final approval of the TSX Venture Exchange.

About Venzee Technologies Inc.

Venzee unlocks shareholder value by carrying out its mission to create intelligent technology that removes friction from the global supply chain. Its Mesh Connector(TM) product disrupts and displaces inefficient manual processes in favor of integrated, machine-driven solutions.

We seek Safe Harbor.