VSBLTY ENTERS DEFINITIVE AGREEMENT TO ACQUIRE SHELF NINE

The number of Shares to be issued pursuant to the Earn-Out will be determined based on the volume weighted average trading price at the time of issuance, and within the pricing requirements of the Canadian Securities Exchange (the "CSE"). Pursuant to the Purchase Agreement, VSBLTY will also settle USD$132,900 in existing debts of Shelf Nine through the issuance of 3,322,500 Shares to the creditor, Village Super Market, Inc. ("Village"). At Closing, VSBLTY, through its wholly-owned subsidiary, VSBLTY, Inc. ("Subco"), has also agreed to assume approximately US$336,096.67 in existing promissory notes of Shelf Nine the ("Loan"). In this regard, Subco and Shelf Nine, as co-makers, will issue a secured promissory note to the creditor, Village.

In connection with the Transaction, the key employees of Shelf Nine have agreed to continue their employment and can receive additional performance incentives of US$250,000, pursuant to their employment agreements. The acquisition of Shelf Nine is very strategic to VSBLTY's North American expansion, and is further compensated for, based on performance, with the issuance of common stock at prevailing prices. 

"The opportunity to merge our company with VSBLTY is ideal for our company moving forward", pointed out Shelf Nine CEO, Mike Manion. "With our digital media network of 4500 screens starting to generate revenue and the enhanced capabilities of VSBLTY's latest analytics software offerings, we truly have a media product that is unique in the market. Not only does this allow us to expand screen deployments in our existing locations, but also gives us a compelling opportunity to quickly acquire new locations. Initially we will focus on offering more services to our existing client base, including more VSBLTY software features, along with the recently announced full panel, full video, cooler doors that can also run in transparent mode. We are very excited to find a company that we have both cultural and strategic alignment with as we enter this new growth phase for Shelf Nine."

While the Transaction is not subject to shareholder approval, it is subject to standard conditions of Closing, including, but not limited to, receipt of all necessary consents and regulatory approvals. All Shares issued in connection with the Transaction will be subject to resale restrictions under applicable securities laws, including a four (4) month hold period from the date of issuance.  The Transaction is expected to close by the end of October, 2023.  

About Shelf Nine

Shelf Nine is a premier digital media and content network providing brands and retailers specifically targeted customer communications delivered at the point of purchase. Building a retail ad network brings more ad revenue to the store owner and allows better control of content and integrated marketing programs. Advertisers are increasing investments on digital platforms that deliver ads to consumers while shopping. The 1:1 retail environment is the best to target consumers. Digital content in the store provides the optimal delivery of ad impressions while also increasing the shopper experience and the basket ring for the retailer. http://www.shelfnine.com

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

Graham Farrell, +1-416-842-9003
Graham.Farrell@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 a world leader in Artificial Intelligence and real time interpretation of what a camera sees. By utilizing facial recognition, age, gender, and other matrixes, VSBLTY's proprietary technology can effectively enhance retail brand engagement through customized ads on displays, at point of purchase, tailored to the current customer's demographic. This technology has proven to increase brand sales 25-35%. 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.

VSBLTY, using its proprietary AI software, has also developed a range of security products that include not only facial recognition, but weapon recognition as well, utilizing a variety of security cameras as well as legacy CCTV cameras. VSBLTY has the capability to create a proactive security system rather than a reactive security system, providing the early warning of threats that can save lives. 

FORWARD LOOKING INFORMATION STATEMENT

This release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements include, without limitation, statements relating to Closing. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. All forward-looking statements in this press release are made as of the date of this press release. The forward-looking statements contained herein are also subject generally to assumptions and risks and uncertainties that are described from time to time in the Company's public securities filings with the Canadian securities commissions. Although the Company believes 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 forward looking statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

This release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 193, as amended (the "U.S. Securities Act") or any state securities laws, and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This release is not for distribution to U.S. newswire services nor for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws. 

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release. The Canadian Securities Exchange has neither approved nor disapproved the contents of this press release.

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SOURCE VSBLTY