Mr. John Abrams reports

VENZEE TECHNOLOGIES INC. ANNOUNCES DEBT SETTLEMENT WITH MANAGEMENT

As approved by disinterested shareholders at the annual general meeting held Aug. 8, 2023, Venzee Technologies Inc. is settling debt with management, which has entered into debt settlement agreements to settle an aggregate of up to $361,271.75 in payables owed to the parties related to salary and wages to and including Dec. 31, 2022, in exchange for an aggregate of up to 23,241,672 common shares in the capital of the company at a deemed issuance price of 1.6 cents per settlement share. The company is issuing the settlement shares to settle the payables to preserve cash for general working capital purposes.

John Abrams, chief executive officer, will receive four million shares to settle debt of $168,855.04, Peter Montross, chief operating officer, will receive 12,949,672 shares to settle debt of $129,496.71 and Darren Battersby of Finance Matters Consulting Inc., which contracts the services of chief financial officer, is receiving 6,292,000 shares to settle debt of $62,950. As noted in the company's information circular, none of the parties, with their associates and affiliates, will own a quantity of shares to become a control person. After issuing the settlement shares, Mr. Abrams would own 4.35 million shares, Mr. Montross would own 13,299,672 shares and Mr. Battersby would own 6,392,000 shares.

All securities issued pursuant to the debt settlement agreements will be subject to hold periods until the date that is four months and one day from the date of issuance. Settlement of the payables and issuance of the settlement shares will also be subject to the acceptance of the TSX Venture Exchange. There is no guarantee that such conditions precedent will be satisfied or that any of the transactions will be completed as described herein or at all.

The shares-for-debt transaction constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as the parties receiving the settlement shares are management of the company. The company is relying on the exemptions from the valuation and minority shareholder approval requirement of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. Despite the reliance on the foregoing exemption, the company nonetheless obtained the approval of its disinterested shareholders on Aug. 8, 2023, in accordance with the requirements of the TSX-V.

The debt settlement with each related party was unanimously approved by the company's independent directors. The company will file a material change report in connection with the issuance of the settlement shares.

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.