Mr. Peter Montross reports

VENZEE TECHNOLOGIES INC. ANNOUNCES SHARE CONSOLIDATION

The board of directors of Venzee Technologies Inc. has approved a consolidation of the company's issued and outstanding common shares on the basis of one new common share for every 10 existing common shares.

As a result of the consolidation, the 309,316,381 common shares issued and outstanding prior to the consolidation will be reduced to approximately 30,931,638 common shares. Each shareholder's percentage ownership in the company and proportional voting power remains unchanged after the consolidation, except for minor changes and adjustments resulting from the treatment of any fractional common shares. Furthermore, the 62,754,872 escrowed common shares, 13.6 million options and 10,306,200 common share warrants prior to the consolidation will be reduced to approximately 6,275,487 escrowed common shares, 1.36 million options and 1,030,620 common share warrants, respectively, as a result of the consolidation.

The company will not be issuing fractional postconsolidation common shares. Where the consolidation would otherwise result in a shareholder being entitled to a fractional common share, the number of postconsolidation common shares issued to such shareholder shall be rounded to the nearest whole number of postconsolidation common shares. The consolidation will not require shareholder approval as the consolidation is being effected at a ratio of not more than 1:10, the company has not completed any other consolidations within the past 24 months from the proposed effected date of the consolidation and the company's articles provide that a consolidation may be effected solely with director approval. In connection with the consolidation, the company expects to send letters of transmittal to registered holders of its common shares for use in transmitting their existing share certificates to the company's registrar and transfer agent, Computershare Trust Company of Canada, in exchange for new certificates representing the number of postconsolidation common shares to which such shareholder is entitled as a result of the consolidation. No delivery of a new certificate to a shareholder will be made until the shareholder has surrendered its existing certificates. Until surrendered, each existing certificate shall be deemed for all purposes to represent the number of postconsolidation common shares to which the holder is entitled as a result of the consolidation.

The board of directors believes that the proposed consolidation will better position the company to raise the funds it requires to continue financing its business activities and advance its artificial intelligence platform for the transfer of product data between brands and retailers.

The consolidation is subject to the approval of the TSX Venture Exchange. The company does not intend to change its name or its current trading symbol in connection with the proposed share consolidation. The company expects the consolidation to be effective and the trading of the common shares of the company reflecting the consolidation to commence on or about Feb. 14, 2024.

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.

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