VSBLTY enters definitive agreement TO ACQUIRE SHELF NINE

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Shelf Nine’s Digital Media Network has over 4500 Screens producing programmatic and sponsorship advertising throughout the USA

Philadelphia, PA. – September 20, 2023 — VSBLTY Groupe Technologies Corp. (OTCQB: VSBGF) (CSE: VSBY) (Frankfurt 5VS) (the “Company” or “VSBLTY”) , a leading AI software provider of security and retail analytics technology, is pleased to announce that it has entered into a definitive purchase agreement (the “Purchase Agreement”) to acquire Shelf Nine (the “Transaction”), a leader in retail media networks, providing brands and retailers specifically targeted digital media advertising and other customer communications content delivered at the point of purchase.

Pursuant to the Purchase Agreement, VSBLTY will issue an aggregate of 4,300,000 common shares (“Shares”) to the owners of Shelf Nine at closing, with a deemed value of US$500,000, with the majority of such Shares being subject to escrow for a period of 15 months following closing. As well the sellers will be entitled to earn up to an additional $3,890,000,000 worth of shares subject to achieving agreed revenue milestones over the three years. The revenue milestones commence in July 2023 and end in June 2026. 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 of the Shares, subject to the pricing requirements of the Canadian Securities Exchange. On closing, VSBLTY has also agreed to assume approximately US$336,000 in existing promissory notes of Shelf Nine. 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 complete acquisition of Shelf Nine is very strategic to VSBY’s North American expansion, and is further compensated for on performance with the issuance of common stock at prevailing prices.

“This acquisition firmly cements VSBY not only as a world leading innovative software company, but as a leading edge digital media company as well.” stated VSBLTY Co-founder & CEO Jay Hutton. “Our media offering is unlike any other traditional “Out of Home” awareness product. We can not only confirm impressions, but we can state, who, when, where and for how long.  Media companies, advertisers, and retailers understand this powerful new “In Store Network” that is expected to outpace traditional radio, TV and Internet media spending. This acquisition along with our Mexican, Brazilian and other in store media opportunities will see media revenue become a large contributor to our bottom line in 2024 and beyond.

This is transformative for all involved. Developing additional revenue streams that result in annual recurring revenue are key to our expansion plans.”

“The opportunity to merge our company with VSBLTY is ideal for our company moving forward”, pointed out Shelf Nine CEO, Mike Manion said. “With our existing 4500 network in 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 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. We are very excited about our closer working relationship with VSBY, as we have both cultural and strategic alignment, as we enter this new growth phase for Shelf Nine”

The Transaction is subject to standard conditions of closing, including 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 month hold period from the date of issuance.  The Transaction is expected to close by the end of September 2023.

About Shelf Nine

Shelf Nine is a premier digital media and content network providing brands and retailers specifically targeted customer communication 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

[email protected]

Graham Farrell, +1-416-842-9003

Graham.Farrell@Harbor–Access.com

CONTACT: Linda Rosanio, 609-472-0877

[email protected]

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

Headquartered in Philadelphia, VSBLTY (OTCQB: VSBGF) (CSE: VSBY) (Frankfurt: 5VS) (OTC: VSBGF) (“VSBLTY”) is the world leader in Artificial Intelligence and real time interpretation of what a CCTV camera sees. By utilizing facial recognition, age, genders, mood and other matrixes VSBLTY’s proprietary technology can effectively enhance retail brand awareness through customized ads on aisle displays or point of sale in real time tailored to the current customer’s demographic. This technology has proven to increase brand sales. 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 modern CCTV cameras. VSBLTY has the capability to create a proactive security system rather than a reactive security system, the early warning of threats 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 the closing of the Transaction. 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.

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.

SOURCE:  VSBLTY Groupe Technologies Corp.

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