VSBLTY Completes the Acquisition of Shelf Nine and Announces Proposed Consolidation

Shelf Nine’s Retail Media Network has Over 4,500 Screens Producing Digital In-Store Advertising Throughout the United States

VSBLTY Groupe Technologies Corp.a leading AI software provider of security and retail analytics technology, is pleased to announce the closing of its previously announced acquisition (the “Transaction”) of Shelf Nine LLC (“Shelf Nine”). Shelf Nine is 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. The Company further announces that it will consolidate its common shares in the capital of the Company (the “Shares”) on the basis of ten (10) existing Shares for each one (1) new share (the “Consolidation”), effective .

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“We are extremely excited to complete our acquisition of Shelf Nine,” explained VSBLTY Co-founder & CEO Jay Hutton. “Shelf Nine’s 4,500 screen network, when augmented with our new technology, will allow us to provide anonymous computer vision driven analytics that provide a more precise set of customer demographic data and more accurate media impression counts. This will become more and more valuable to the “Store as a Medium” model as it continues to grow and become part of main-stream, brand media buys.

Our recent success and partnerships in the US, Mexico, and the Middle East has put our firm on several institutional investors radars who are very interested in the space. Based on recent investment conversations for both equity and non-dilutive financing options it became apparent that our current corporate structure did not meet certain investment criteria for some of these institutions. With the future in mind, the board of directors realized a consolidation of our current common stock could provide the company with additional options to further fund its growth.” Hutton continued, “We have created a wealth of opportunity over the past 3 quarters and are uniquely positioned to monetize these opportunities, fulfill our business plan, and create additional shareholder value through 2024. We envision a bright future ahead for our company and our stakeholders.”

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Pursuant to the terms of a definitive purchase agreement dated October 20, 2023 (the “Purchase Agreement”), VSBLTY, through its wholly-owned subsidiary, VSBLTY, Inc. (“Subco”), acquired 100% of the issued and outstanding membership interest of Shelf Nine for an aggregate of 12,500,000 Shares to the owners of Shelf Nine on a pre-consolidated basis, with an aggregate deemed value of US$500,000, with 1,250,000 of such Shares being subject to resale restrictions for a period of 15 months following closing of the Transaction (“Closing”). The sellers will also be entitled to earn up to an additional US$3,890,000 worth of Shares subject to the Company achieving certain agreed upon revenue milestones over a three (3) year period (the “Earn-Out”), commencing in July, 2023 and ending 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 (the “CSE”). Pursuant to the Purchase Agreement, VSBLTY also settled US$132,900 in existing debts of Shelf Nine through the issuance of 3,322,500 pre-consolidated Shares to the creditor, Village Super Market, Inc. (“Village”). At Closing, VSBLTY, through Subco, has also agreed to assume approximately US$336,096.67 in existing promissory notes of Shelf Nine (the (“Loan”). As a result, Subco and Shelf Nine, as co-makers, issued a secured promissory note to the creditor, Village.

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