Stockwatch

Venzee Technologies Inc
Symbol	VENZ
Shares Issued	246,561,509
Close 2023-09-19	C$ 0.005
Market Cap	C$ 1,232,808
Recent Sedar Documents

Venzee to issue 23.24M shares for management wages

2023-09-20 00:52 ET - News Release

Subject: Venzee Technologies | news release - September 19 PDF Document File: Attachment VENZ_20230919_NR_Shares for Debt Transaction-Management-FINAL.pdf NEWS RELEASE September 19, 2023 For immediate release VENZEE TECHNOLOGIES INC. ANNOUNCES DEBT SETTLEMENT WITH MANAGEMENT Vancouver, BC Venzee Technologies Inc. (TSXV: VENZ) ("Venzee" or the "Company"), today announces that, as approved by the Company's disinterested shareholders at the AGM held August 8, 2023, it is settling debt with management (the "Parties") who have entered into debt settlement agreements (the "Debt Settlement Agreements") to settle an aggregate of up to $361,271.75 in payables (the "Payables") owed to the Parties related to salary and wages to and including December 31, 2022 in exchange for an aggregate of up to 23,241,672 common shares in the capital of the Company (the "Settlement Shares") at a deemed issuance price of $0.016 per Settlement Share. The Company is issuing the Settlement Shares to settle the Payables in order to preserve cash for general working capital purposes. John Abrams, CEO, will receive 4,000,000 shares to settle debt of $168,855.04, Peter Montross, COO will receive 12,949,672 shares to settle debt of $129,496.71 and Darren Battersby of Finance Matters Consulting Inc., who contracts the services of CFO, 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 4,350,000 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 ("TSXV"). 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. All dollar amounts in this news release are denominated in Canadian dollars. 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 ("MI 61- 101") 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% 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 August 8, 2023, in accordance with the requirements of the TSXV. 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 ConnectorTM product disrupts and displaces inefficient manual processes in favor of integrated, machine-driven solutions. To learn more about the Venzee platform, visit venzee.com. Forward-Looking Information This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Parties' agreement to enter into Debt Settlement Agreements and the TSXV's approval of the settlement of the Payables and issuance of the Settlement Shares. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; and regulatory risks. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's management's discussion and analysis for the financial year end, which are available under the Company's SEDAR profile at www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update any forward-looking information, except as required by applicable securities laws. Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. For further information, please contact: Peter Montross Chief Operating Officer Venzee Technologies, Inc. peter.montross@venzee.com 503-320-8046 Word Document File: '\\swfile\EmailIn\20230919 184508 Attachment VENZ_20230919_NR_Shares for Debt Transaction-Management-FINAL.docx' NEWS RELEASE September 19, 2023 For immediate release VENZEE TECHNOLOGIES INC. ANNOUNCES DEBT SETTLEMENT WITH MANAGEMENT Vancouver, BC - Venzee Technologies Inc. (TSXV: VENZ) ("Venzee" or the "Company"), today announces that, as approved by the Company's disinterested shareholders at the AGM held August 8, 2023, it is settling debt with management (the "Parties") who have entered into debt settlement agreements (the "Debt Settlement Agreements") to settle an aggregate of up to $361,271.75 in payables (the "Payables") owed to the Parties related to salary and wages to and including December 31, 2022 in exchange for an aggregate of up to 23,241,672 common shares in the capital of the Company (the "Settlement Shares") at a deemed issuance price of $0.016 per Settlement Share. The Company is issuing the Settlement Shares to settle the Payables in order to preserve cash for general working capital purposes. John Abrams, CEO, will receive 4,000,000 shares to settle debt of $168,855.04, Peter Montross, COO will receive 12,949,672 shares to settle debt of $129,496.71 and Darren Battersby of Finance Matters Consulting Inc., who contracts the services of CFO, 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 4,350,000 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 ("TSXV"). 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. All dollar amounts in this news release are denominated in Canadian dollars. 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 ("MI 61-101") 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% 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 August 8, 2023, in accordance with the requirements of the TSXV. 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(TM) product disrupts and displaces inefficient manual processes in favor of integrated, machine-driven solutions. To learn more about the Venzee platform, visit venzee.com. Forward-Looking Information This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Parties' agreement to enter into Debt Settlement Agreements and the TSXV's approval of the settlement of the Payables and issuance of the Settlement Shares. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; and regulatory risks. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's management's discussion and analysis for the financial year end, which are available under the Company's SEDAR profile at www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update any forward-looking information, except as required by applicable securities laws. Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. For further information, please contact: Peter Montross Chief Operating Officer Venzee Technologies, Inc. peter.montross@venzee.com 503-320-8046