Mr. Peter Montross reports

VENZEE ANNOUNCES TRANCHE CLOSING OF NON-BROKERED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES

Further to Venzee Technologies Inc.'s news releases dated March 30, 2023, and May 30, 2023, the company has closed the previously announced non-brokered private placement of unsecured convertible debentures. The principal sum of the debentures issued is $385,000.

The debentures have a maturity date of three years from the date of issuance and shall bear interest at a rate of 5 per cent 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 months, into debenture units at five cents per debenture unit. The conversion within the first year can occur at five cents per unit, but for the second and third year it must be the greater of 10 cents or market price (as defined in TSX-V policy). Each debenture unit will consist of one common share and one common share purchase warrant with each warrant exercisable at eight cents for five years from the date of issuance of the debentures.

In connection with the debenture offering, the company has paid finders' fees comprising cash payment of $30,800 and issued 616,000 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 eight cents 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 months and one day after the date of issuance thereof.

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 product disrupts and displaces inefficient manual processes in favour of integrated, machine-driven solutions.

We seek Safe Harbor.