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File: VRX - News Release - Debt Settlement - April 24 2014.pdf

                                                                                VRX Worldwide Inc.
                                                                       Suite 505 ­ 990 Homer Street
                                                                           Vancouver, BC, V6B 2W7


                              VRX WORLDWIDE ANNOUNCES
                             SHARES FOR DEBT TRANSACTION

VANCOUVER, B.C. (April 24 2014) - VRX Worldwide Inc. (TSX-V: VRW), (the "Company")
announces that it has entered into agreements with certain of its creditors ("Creditors")
pursuant to which it will settle certain outstanding debts of the Company totaling $289,238 by
issuing up to 5,784,760 common shares of the Company ("Shares") at a deemed price of $0.05
per Share (the "Debt Settlement").

Up to 3,700,000 of the Shares being issued pursuant to the Debt Settlement relate to a series of
12% convertible debentures set to mature between August 26, 2014 and October 20, 2014 (the
"Debentures") in the aggregate principal amount of $185,000. All interest owing on the principal
amount of the Debentures will be paid to the Debenture holders in cash concurrently with the
issuance of the Shares. Up to 2,084,760 of the Shares being issued pursuant to the Debt
Settlement relate to outstanding management loans in the aggregate amount of $104,238.

Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), the Debt Settlement constitutes a "related party transaction" as
certain related parties of the Company will receive an aggregate of up to 4,284,760 Shares in
connection therewith. The Company is relying on exemptions from the formal valuation and
minority approval requirements of MI 61-101, based on a determination that the fair market
value of the transaction, insofar as it involves related parties, does not exceed $2,500,000
and/or 25% of the implied market capitalization of the Company.

The issuance of the Shares is subject to approval of the TSX Venture Exchange.

All Shares issued in connection with the Debt Settlement will be subject to a statutory hold
period of four months plus a day from the date of distribution or issuance, as applicable, in
accordance with applicable securities legislation.

ABOUT VRX WORLDWIDE INC.
Through its wholly owned brands, MediaValetTM and VRX StudiosTM, VRX Worldwide delivers
cloud-based digital asset management and global content production services to many of the
world's leading manufacturing, healthcare, resource, high-tech, agricultural, consulting,
consumer, travel and hospitality brands.

To find out more about VRX Worldwide and its brands, visit
www.vrxworldwide.com, www.mediavalet.co and www.vrxstudios.com.

On behalf of VRX Worldwide Inc.,

VRX Worldwide Inc.,
per David MacLaren, CEO

To Contact Investor & Public Relations: email info@vrxworldwide.com | call 888.605.0059




LEGAL_22198995.2
                                                                   -2-

"Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
---> TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this release."

Forward-Looking Information
This release includes certain statements that may be deemed "forward-looking statements". All statements in this relea
--->se, other
than statements of historical facts, that address events or developments that VRX Worldwide Inc. (the "Company") expec
--->ts to occur,
are forward-looking statements. Forward-looking statements are statements that are not historical facts and are genera
--->lly, but not
always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "po
--->tential" and similar
expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company beli
--->eves the
expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results may differ materially from those in the forward-looking statements
--->. Factors that
could cause the actual results to differ materially from those in forward-looking statements include regulatory action
--->s, market prices,
exploitation and exploration successes, and continued availability of capital and financing, and general economic, mar
--->ket or
business conditions. Investors are cautioned that any such statements are not guarantees of future performance and act
--->ual results
or developments may differ materially from those projected in the forward-looking statements. Forward-looking statemen
--->ts are
based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except a
--->s
required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statement
--->s in the
event that management's beliefs, estimates or opinions, or other factors, should change.




LEGAL_22198995.2
 

File: VRX - News Release - Debt Settlement (April 2014).DOCX

 	                                   	VRX Worldwide Inc. 
Suite 505 - 990 Homer Street 
Vancouver, BC, V6B 2W7  
VRX WORLDWIDE ANNOUNCES  SHARES FOR DEBT TRANSACTION
VANCOUVER, B.C. (April 24 2014) - VRX Worldwide Inc. (TSX-V: VRW), (the "Company") announces that it has entered into 
--->agreements with certain of its creditors ("Creditors") pursuant to which it will settle certain outstanding debts of t
--->he Company totaling $289,238 by issuing up to 5,784,760 common shares of the Company ("Shares") at a deemed price of $
--->0.05 per Share (the "Debt Settlement").
Up to 3,700,000 of the Shares being issued pursuant to the Debt Settlement relate to a series of 12% convertible deben
--->tures set to mature between August 26, 2014 and October 20, 2014 (the "Debentures") in the aggregate principal amount 
--->of $185,000. All interest owing on the principal amount of the Debentures will be paid to the Debenture holders in cas
--->h concurrently with the issuance of the Shares. Up to 2,084,760 of the Shares being issued pursuant to the Debt Settle
--->ment relate to outstanding management loans in the aggregate amount of $104,238.
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-1
--->01"), the Debt Settlement constitutes a "related party transaction" as certain related parties of the Company will rec
--->eive an aggregate of up to 4,284,760 Shares in connection therewith. The Company is relying on exemptions from the for
--->mal valuation and minority approval requirements of MI 61-101, based on a determination that the fair market value of 
--->the transaction, insofar as it involves related parties, does not exceed $2,500,000 and/or 25% of the implied market c
--->apitalization of the Company. 

The issuance of the Shares is subject to approval of the TSX Venture Exchange.
All Shares issued in connection with the Debt Settlement will be subject to a statutory hold period of four months plu
--->s a day from the date of distribution or issuance, as applicable, in accordance with applicable securities legislation
--->.

ABOUT VRX WORLDWIDE INC. 
Through its wholly owned brands, MediaValet™ and VRX Studios™, VRX Worldwide delivers cloud-based digital 
--->asset management and global content production services to many of the world's leading manufacturing, healthcare, reso
--->urce, high-tech, agricultural, consulting, consumer, travel and hospitality brands.

To find out more about VRX Worldwide and its brands, visit www.vrxworldwide.com, www.mediavalet.co and www.vrxstudios.
--->com.

On behalf of VRX Worldwide Inc.,

VRX Worldwide Inc., 
per David MacLaren, CEO 

To Contact Investor & Public Relations: email info@vrxworldwide.com | call 888.605.0059 

"Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
---> TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release." 

Forward-Looking Information
This release includes certain statements that may be deemed "forward-looking statements". All statements in this relea
--->se, other than statements of historical facts, that address events or developments that VRX Worldwide Inc. (the "Compa
--->ny") expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historic
--->al facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "in
--->tends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "m
--->ay", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking state
--->ments are based on reasonable assumptions, such statements are not guarantees of future performance and actual results
---> may differ materially from those in the forward-looking statements. Factors that could cause the actual results to di
--->ffer materially from those in forward-looking statements include regulatory actions, market prices, exploitation and e
--->xploration successes, and continued availability of capital and financing, and general economic, market or business co
--->nditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results
---> or developments may differ materially from those projected in the forward-looking statements. Forward-looking stateme
--->nts are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. 
--->Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking
---> statements in the event that management's beliefs, estimates or opinions, or other factors, should change.