Venzee Technologies Inc. — Capital/Financing Update 2023

Apr 13, 2023

NEWS RELEASE

April 13, 2023

For immediate release

VENZEE TECHNOLOGIES INC. ANNOUNCES PROPOSED DEBT SETTLEMENT

Toronto, Ontario, Canada – Venzee Technologies Inc. (TSXV: VENZ) (" Venzee " or the " Company "), today announces that it will be offering creditors including, service providers, trade creditors, and current and former employees, contractors and consultants (the “ Parties ”) the option to enter into debt settlement agreements (the “ Debt Settlement Agreements ”) to settle an aggregate of up to $665,299.98 in payables (the “ Payables ”) owed to the Parties related to expenses, loans and services rendered to the Company up to October 31, 2022 in exchange for an aggregate of up to 66,529,998 common shares in the capital of the Company (the “ Settlement Shares ”) at a deemed issuance price of $0.01 per Settlement Share. The Company is proposing to issue the Settlement Shares to settle the Payables in order to preserve cash for general working capital purposes.

All securities issued pursuant to the Debt Settlement Agreements will be subject to hold periods until the date that is four months and one day from the date of issuance. Settlement of the Payables and issuance of the Settlement Shares will also be subject to the acceptance of the TSX Venture Exchange (“ TSXV ”). There is no guarantee that such conditions precedent will be satisfied or that any of the transactions will be completed as described herein or at all.

All dollar amounts in this news release are denominated in Canadian dollars.

About Venzee Technologies, Inc.

Venzee 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, machine-driven solutions.

To learn more about the Venzee platform, visit venzee.com.

Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Parties’ agreement to enter into Debt Settlement Agreements and the TSXV’s approval of the settlement of the Payables and issuance of the Settlement Shares. 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.

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 forward-looking 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 the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

For further information, please contact:

Peter Montross Chief Operating Officer Venzee Technologies, Inc. peter.montross@venzee.com 503-320-8046