09:21:23 EDT Sun 15 Jun 2025
Enter Symbol
or Name
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CA



Vsblty Groupe Technologies Corp (2)
Symbol VSBY
Shares Issued 85,625,293
Close 2025-06-13 C$ 0.11
Market Cap C$ 9,418,782
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Vsblty Groupe enters shares for services deal

2025-06-13 18:11 ET - News Release

Subject: VSBLTY PDF Document

File: Attachment #16_061325_VSBLTY_NR_Burtech Systems Agreement and First Payment.pdf

VSBLTY ENTERS INTO SHARES FOR SERVICES AGREEMENT

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

PHILADELPHIA, PA., June 13, 2025 --VSBLTY Groupe Technologies Corp. (the "Company" or "VSBLTY") (OTCQB: VSBGF) (CSE: VSBY) (Frankfurt 5VS), a leading software provider of security and retail analytics technology, is pleased to announce that it has entered into a consulting agreement (the "Consulting Agreement") with Burtech Systems Tech LLC ("BST"), an arm's length consultant. Pursuant to the terms of the Consulting Agreement, BST agreed to, among other things, support the Company in business development efforts, including strategic and technical consulting in the defense, smart city, and sovereign security sectors, originating partner and customer discussions, and representing the Company in key markets, with a focus on the markets in Gulf region and the Arabian Peninsula.

As consideration for services provided by BST, VSBLTY has agreed to:

dot Subject to applicable regulatory and stock exchange approvals and compliance with all applicable laws, pay US$250,000 to BST, which will be satisfied by VSBLTY issuing 2,850,833 common shares to BST at a deemed price of C$0.12 per share (the "First Payment"); and

dot Pay an additional US$250,000 to BST if BST-sourced opportunities generate over US$1.5 million in revenue for VSBLTY during the term of the Consulting Agreement.

All common shares of the Company to be issued to BST in connection with the First Payment will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws. The closing of the proposed share issuance to BST remains subject to various conditions, including the receipt of all necessary corporate and regulatory approvals, including approval from the Canadian Securities Exchange (the "CSE").

Jay Hutton, CEO commented "We've been working with Burtech for a number of months now and are astounded with the level and nature of access they have to key decisions makers in the identified markets. There is no question that this relationship, especially when couple with our existing investor base in the Gulf Region, will generate immediate material revenue and strategic advancement"

The Consulting Agreement will remain in effect until terminated by either party with 90 days' written notice.

The securities to be issued pursuant to the Consulting Agreement have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or

LEGAL_46924100.2 the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

On Behalf of the Board of VSBLTY Groupe Technologies Corp.

"Jay Hutton" CEO & Director

Investor Relations

Harbor Access Jonathan Paterson, 475-477-9401 Jonathan.Paterson@Harbor-Access.com

CONTACT: Linda Rosanio, 609-472-0877 lrosanio@vsblty.net

About VSBLTY (http://vsblty.net/)

Headquartered in Philadelphia, VSBLTY (OTCQB: VSBGF) (CSE: VSBY) (Frankfurt: 5VS) (OTC: VSBGF) ("VSBLTY") is the world leader in Proactive Digital DisplayTM, which transforms retail and public spaces as well as place-based media networks with SaaS-based audience measurement and security software that uses artificial intelligence and machine learning. Its proprietary technology effectively integrates with other digital retail solutions, including QR codes and mobile applications. The firm is also recognized for its leadership role in the growing Store as a Medium movement that enables brands to reach customers when and where buying decisions are being made while producing a new revenue stream for retailers.

FORWARD LOOKING INFORMATION STATEMENT

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements may include, but are not limited to, statements regarding the Consulting Agreement and the Company's performance of its obligations thereunder, the completion of the First Payment, and the Company's receipt of all necessary corporate and regulatory approvals, including approval from the CSE. Forward looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. All statements that address future plans, activities, events or developments that the Company believes, expects or anticipates will or may occur including the Company's anticipated pipeline and value of current and customer deployments and future opportunities are the management's best estimates and cannot be guaranteed or relied upon and is

LEGAL_46924100.2 forward-looking information. There can be no assurance that such statements 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 statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements in this news release, whether as a result of new information, future events or otherwise, except as required by law.

LEGAL_46924100.2

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