Venzee Technologies Inc. — Capital/Financing Update 2023

Feb 18, 2023

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VENZEE ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES

CHICAGO, February 17, 2023 / - Venzee Technologies Inc. (TSXV: VENZ) (" Venzee '' or the " Company "), is pleased to announce the closing of the non-brokered private placement of unsecured convertible debentures (" Debentures ") previously announced on February 1, 2023. The principal sum of the Debentures issued is CAD$85,000 (the " Debenture Offering ").

The Debentures have a maturity date of three (3) years from the date of issuance and shall bear interest at a rate of 5% per annum, compounded and paid annually. The principal sum of the Debentures, or any portion thereof, are convertible at the option of the holder, anytime after six (6) months, into debenture units (each, a " Debenture Unit ") at CAD$0.05 per Debenture Unit. The conversion within the first year can occur at $0.05 per unit (a " Unit "), but for the second and third year it must be the greater of $0.10 or Market Price (as defined in TSXV policy). Each Debenture Unit will consist of one common share (a " Share ") and one common share purchase warrant (a " Warrant ") with each Warrant exercisable at CAD$0.08 for five (5) years. The Company wishes to correct the expiry date of the Warrants to five years (60 months) from the date of issuance of the Debentures and not 36 months from the date of issuance of the Warrants, as previously disclosed.

In connection with the Debenture Offering, the Company has paid finder's fees comprised of cash payment of $6,800 and issued 136,000 finders’ warrants to certain registered brokerage firms, as permitted by the policies of the Exchange and in accordance with applicable securities laws. The finders’ warrants are exercisable at $0.08 per Share for a period of 36 months from date of issuance. The Debentures, Debenture Units, Warrants, finders’ warrants and any Common Shares resulting from the conversion of the Debentures or the exercise of Warrants will be subject to a hold period of four (4) months and one day after the date of issuance thereof.

The Company will use the proceeds of the Debenture Offering for general operational purposes and working capital.

The Debenture Offering is subject to customary closing conditions, including final approval of the TSX Venture Exchange.

For further information: Peter Montross, Chief Operating Officer.

About Venzee Technologies, Inc.

Venzee (TSXV: VENZ) unlocks shareholder value by carrying out its mission to create intelligent technology that removes friction from the global supply chain. Its Mesh Connector™ product disrupts and displaces inefficient manual processes in favor of integrated, machinedriven solutions.

To learn more about the Venzee platform, visit venzee.com LinkedIn: linkedin.com/company/venzee-inc/ Podcast: https://www.rethinkingsupplychain.com/

Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forwardlooking information includes, but is not limited to, statements with respect to the terms of the Offering, the completion of the Offering and the expected use of the net proceeds received by the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; and regulatory risks. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's management's discussion and analysis for the financial year end, which are available under the Company's SEDAR profile at www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future.

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Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. The forwardlooking information contained in this news release is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update any forward-looking information, except as required by applicable securities laws. Neither TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.