Venzee Technologies Inc. Announces Fiscal 2025 Year End Results and Proposed Extension of Debenture Maturity Dates

Article content

VANCOUVER, British Columbia — Venzee Technologies Inc. (TSXV: VENZ) (“Venzee or the “Company”) today announces the release of its audited financial statements for the year ended March 31, 2025 as well as its MD&A for the year. The financial statements and MD&A can be accessed at www.sedarplus.ca Within the MD&A, the Company has provided its operational highlights and outlook for the future, as well as the Risk Factors and Uncertainties for the business. The Company urges its shareholders to review the MD&A in its entirety.

Article content

Venzee also announces that it intends to seek the approval of the holders of certain of its previously issued Debentures (as defined below) to extend the maturity dates of the Debentures for an additional six months.

Article content

Venzee previously issued an aggregate of $275,000 in principal amount of convertible debentures as follows: (i) an aggregate of $175,000 in principal amount of convertible debentures were issued on July 25, 2022 with a July 25, 2025 maturity date (the “July 25 Debentures”), (ii) an aggregate of $50,000 in principal amount of convertible debentures were issued on July 29, 2022 with a July 29, 2025 maturity date (the “July 29 Debentures”), and (iii) an aggregate of $50,000 in principal amount of convertible debentures were issued on August 30, 2022 with a August 30, 2025 maturity date (the “August 30 Debentures” and, together with the July 29 Debentures and the August 30 Debentures, the “Debentures”). The Debentures are convertible into common shares of Venzee (“Common Shares”) at the option of the holders at a conversion price equal to $0.50 per Common Share at any time prior to the Debentures’ respective maturity date (the “Maturity Dates”). Pursuant to the terms of the Debentures, Venzee may, upon the consent of the holders and the approval of the TSX Venture Exchange (“TSXV”), amend any terms of the Debentures, including the Maturity Dates.

Article content

Venzee intends to seek the approval of the holders of the Debentures, as well as the approval of the TSX Venture Exchange (“TSXV”), to extend the Maturity Dates of the Debentures, being July 25, 2025, July 29, 2025 and August 30, 2025, in each case for an additional six months such that each of the July 25 Debentures, July 29 Debentures and August 30 Debentures would, upon receipt of the requisite approvals, mature on each of January 25, 2026, January 29, 2026 and February 28, 2026, respectively. No other terms or provisions of the Debentures are expected to be amended and, per the terms of the Debentures, interest will continue to be incurred and will become due and payable in accordance with the terms of the Debentures. The proposed amendments remain subject to the approval of the TSXV. Venzee cautions that there is no assurance that it will be successful in extending the Maturity Dates of the Debentures.

Article content

As referenced under the heading “Risk Factors and Uncertainties” in the MD&A, under the terms of the Software Right of Use Agreement dated May 14, 2024 between Digital Commerce Payments Inc. (“DCP”) and the Company, DCP has the right to immediately terminate the software license under such agreement if, among other things, Venzee becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due. In the event that DCP exercises this right to terminate the software license, the Company would be left without any means of producing future revenue.

Article content

About Venzee Technologies, Inc.

Article content

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.

Article content

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

Article content

Forward-Looking Information

Article content

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. 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 in this press release includes, but is not limited to statements with respect to Venzee’s intention to seek the extension to the Maturity Dates and the consent of the holders and the TSXV, as well as Venzee’s ability to obtain such consents and the completion of the proposed amendments.

Article content

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 Venzee to be materially different from those expressed or implied by such forward-looking information. Additional information about assumptions and risks and uncertainties is contained under “Risk Factors and Uncertainties” in Venzee’s management’s discussion and analysis for the financial year ended March 31, 2024, which is available under Venzee’s SEDAR+ profile at www.sedarplus.ca, and in other filings that Venzee has made and may make with applicable securities authorities in the future.

Article content

Although Venzee 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. Venzee does not undertake to update any forward-looking information, except as required by applicable securities laws.

Article content

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.

Article content