Ms. Linda Rosanio reports

VSBLTY GROUPE TECHNOLOGIES ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UNITS AND CONVERTIBLE DEBENTURES FOR GROSS PROCEEDS OF UP TO $7.0 MILLION

Vsblty Groupe Technologies Corp. intends to complete a non-brokered private placement, consisting of: (i) units of the company; and (ii) convertible debenture units of the company, for aggregate gross proceeds of up to $7-million.

Unit offering

Each unit will be priced at 10.5 cents, and will consist of one common share in the capital of the company and one common share purchase warrant.

Each warrant will entitle the holder to purchase one additional common share at a price of 18 cents per common share for five years from the issuance of the warrants, subject to an acceleration provision whereby the company may accelerate the expiry of the warrants in the event that the volume-weighted average trading price of the common shares on the Canadian Securities Exchange equals or exceeds 30 cents for a period of 10 consecutive trading days.

The warrants will include a restriction that the warrants may not be exercised if it would result in the holder, together with any parties acting jointly or in concert with the holder, beneficially owning or exercising control or direction over 20 per cent or greater of the outstanding common shares, and until the issuance of the warrants has been approved at a duly called and held meeting of shareholders of the company.

Convertible debenture offering

Each convertible debenture unit will consist of a $1,000 principal amount unsecured debenture and 7,407 warrants. The convertible debentures will bear interest at a rate of 8 per cent per annum on an accrual basis, with the first interest payment being due one year from the date of issue and payable quarterly thereafter.

The principal amount of the convertible debentures, together with any interest accrued but unpaid, will be convertible into common shares, at the election of the holder, at a conversion price equal to 13.5 cents per common share.

Each warrant will entitle the holder to purchase one additional common share at a price of 18 cents per common share for five years from the issuance of the warrants, subject to an acceleration provision whereby the company may accelerate the expiry of the warrants in the event that the volume-weighted average trading price of the common shares on the CSE equals or exceeds 30 cents for a period of 10 consecutive trading days.

The warrants will include a restriction that the warrants may not be exercised if it would result in the holder, together with any parties acting jointly or in concert with the holder, beneficially owning or exercising control or direction over 20 per cent or greater of the outstanding common shares, and until the issuance of the warrants has been approved at a duly called and held meeting of shareholders of the company.

Closing

The offering is expected to close on or about April 7, 2026, subject to the receipt of all necessary regulatory approvals, including the approval of the CSE. All securities issued pursuant to the offering will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities legislation.

The company may pay cash finders' fees to certain eligible and qualified finders as approved by the CSE in an amount equal to up to 3.5 per cent of the gross proceeds raised under the offering.

The net proceeds of the offering will be used for general working capital purposes.

RSU (restricted share unit) grant

The company granted 650,000 RSUs to certain directors, consultants and employees, with each RSU entitling the holder to receive one common share upon settlement, which vest immediately on the date of grant as determined by the board, and expire on or before March 24, 2029, in accordance with the company's restricted share unit plan.

About Vsblty Groupe Technologies Corp.

Headquartered in Philadelphia, Vsblty is a software technology company applying AI (artificial intelligence), computer vision and multisensor data fusion to transform how organizations perceive and respond to their environments. The company's platform architecture -- V.Edge, V.Next, V.Data and Vector Sentinel -- provides a unified intelligence stack serving defense, smart city and commercial customers. Vsblty's technology is deployed across multiple continents through strategic partnerships and joint ventures, including the Winkel Media retail media network with AB InBev operating across 55,000-plus stores in Latin America.

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