Mr. Peter Montross reports

VENZEE TECHNOLOGIES INC. ANNOUNCES SHARE CONSOLIDATION

Further to Venzee Technologies Inc.'s news release on Jan. 30, 2024, it is proceeding with the consolidation of the company's issued and outstanding common shares on the basis of one new common share for every 10 existing common shares (the consolidation).

As of the date hereof, there are 309,316,381 common shares issued and outstanding prior to the consolidation which on a postconsolidation basis, the company will have approximately 30,931,638 common shares issued and outstanding. 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. The Cusip number for the postconsolidation common shares is 92337G303 and the new ISIN number is CA92337G3035. The company is not changing its name nor its trading symbol.

Furthermore, the 62,754,872 escrowed common shares, 13.6 million options and 10,306,200 common share warrants, prior to the consolidation have been 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 company is sending 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 approved the consolidation by resolution dated Jan. 22, 2024, and believes that the consolidation will allow the company to manage the public market in its efforts to maximize shareholder value as the company continues to reorganize its business activities and advance its technology for the transfer of product data between brands and retailers.

The common shares will commence trading on the TSX Venture Exchange on a postconsolidation basis effective at market opening on Wednesday, Feb. 14, 2024. The consolidation is subject to the receipt of all necessary regulatory approvals, including the approval of the TSX-V.

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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