File: Attachment Venz_20240209_NR_Confirm Share Consolidation_final.pdf

Venzee Technologies Inc. Announces Share Consolidation

Vancouver, BC February 9, 2024 (TSXV: VENZ) Venzee Technologies Inc. ("Venzee or the "Company") announces that further to the Company's news release on January 30, 2024, it is proceeding with the consolidation of the Company's issued and outstanding common shares (the "Common Shares") on the basis of one (1) 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 post-Consolidation 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 post-Consolidation 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, 13,600,000 options, and 10,306,200 common share warrants, prior to the Consolidation have been reduced to approximately 6,275,487 escrowed Common Shares, 1,360,00 options, and 1,030,620 common share warrants, respectively, as a result of the Consolidation.

The Company will not be issuing fractional post-Consolidation Common Shares. Where the Consolidation would otherwise result in a shareholder being entitled to a fractional Common Share, the number of post-Consolidation Common Shares issued to such shareholder shall be rounded to the nearest whole number of post-Consolidation Common Shares.

The Company is sending letters of transmittal to registered holders of its Common Shares for use in transmitting their existing share certificates ("Existing Certificates") to the Company's registrar and transfer agent, Computershare Trust Company of Canada, in exchange for new certificates ("New Certificates") representing the number of post-Consolidation 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 post-Consolidation Common Shares to which the holder is entitled as a result of the Consolidation.

The Board of Directors approved the Consolidation by resolution dated January 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 ("TSXV") on a post-Consolidation basis effective at market opening on Wednesday, February 14, 2024. The Consolidation is subject to the receipt of all necessary regulatory approvals, including the approval of the TSXV. 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 www.venzee.com.

For further information, please contact: Peter Montross Chief Executive Officer Venzee Technologies, Inc. peter.montross@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 TSXV's approval of Consolidation and completion of the same. 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, including the acceptance of the TSXV of the Consolidation. 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.sedarplus.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.

File: '\\swfile\EmailIn\20240209 143721 Attachment Venz_20240209_NR_Confirm Share Consolidation_final.docx'

Venzee Technologies Inc. Announces Share Consolidation

Vancouver, BC - February 9, 2024 - (TSXV: VENZ) Venzee Technologies Inc. ("Venzee or the "Company") announces that further to the Company's news release on January 30, 2024, it is proceeding with the consolidation of the Company's issued and outstanding common shares (the "Common Shares") on the basis of one (1) 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 post-Consolidation 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 post-Consolidation 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, 13,600,000 options, and 10,306,200 common share warrants, prior to the Consolidation have been reduced to approximately 6,275,487 escrowed Common Shares, 1,360,00 options, and 1,030,620 common share warrants, respectively, as a result of the Consolidation.

The Company will not be issuing fractional post-Consolidation Common Shares. Where the Consolidation would otherwise result in a shareholder being entitled to a fractional Common Share, the number of post-Consolidation Common Shares issued to such shareholder shall be rounded to the nearest whole number of post-Consolidation Common Shares.

The Company is sending letters of transmittal to registered holders of its Common Shares for use in transmitting their existing share certificates ("Existing Certificates") to the Company's registrar and transfer agent, Computershare Trust Company of Canada, in exchange for new certificates ("New Certificates") representing the number of post-Consolidation 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 post-Consolidation Common Shares to which the holder is entitled as a result of the Consolidation.

The Board of Directors approved the Consolidation by resolution dated January 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 ("TSXV") on a post-Consolidation basis effective at market opening on Wednesday, February 14, 2024. The Consolidation is subject to the receipt of all necessary regulatory approvals, including the approval of the TSXV.

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 www.venzee.com.

For further information, please contact:

Peter Montross

Chief Executive Officer

Venzee Technologies, Inc.

peter.montross@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 TSXV's approval of Consolidation and completion of the same. 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, including the acceptance of the TSXV of the Consolidation. 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.sedarplus.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.