Verisante Technology, Inc. Announces Exchange Acceptance of Shares for Debt Transaction

VANCOUVER, BC / ACCESSWIRE / March 30, 2024 / Verisante Technology, Inc. (TSX-V:VER.H) (the "Company") previously announced on March 14, 2024, that it had agreed to convert certain payables owed to Creditors into common shares in the capital of the Company (the "Settlement Shares"). The Company proposed to issue the Settlement Shares to preserve cash to fund future operations. The Company is pleased to announce that it has received acceptance of the proposed shares for debt transaction from the TSX-V Exchange and approval of the board of directors including the disinterested directors and that the transaction will now be completed. A description of each of the transactions follows:

The Company has agreed to issue of 4,400,000 Settlement Shares at a deemed issuance price of $0.01 per Settlement Share valued at $44,000.00 in full and final satisfaction of $44,000.00 in payables owing to the current CEO for accrued management fees for 6 months up to March 1, 2024 in the amount of $30,000.00 and expenses paid on behalf of the Company of $14,000.00. Upon issuance of the Settlement Shares, the total accrued salary debt will be definitively extinguished.

The Company has also agreed to issue a further 1,200,000 Settlement Shares at a deemed issuance price of $0.01 per Settlement Share valued at $12,000.00 in full and final satisfaction of $12,000.00 in payables owing to the current CFO for 6 months of accrued management fees up to March 1, 2024. Upon issuance of the Settlement Shares, the total accrued salary debt will be definitively extinguished.

In total, the Company has agreed to settle $56,000.00 of payables in exchange for 5,600,000 Settlement Shares.

The proposed Settlement Shares are being issued to officers of the Company. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the settlement of the Debt will constitute a "related party transaction" as such officers are considered a related party to the Company. The Company is entitled to rely on section 5.7 exemptions from the meeting requirement in section 5.6. The non-cash transactions are exempt under section 5.7(1)(a) as they amount to less than 25% of the outstanding capital of the Company. The cash transaction is exempt under section 5.7(1)(b) as it is less than $2,500,000. Based on the meeting exemptions in MI 61-101 section 5.7(1) the Company is not required under TSX-V Exchange Policy to hold a Special Meeting of the shareholders.

The price per Settlement Share is the current Market Price as defined in TSX Venture Exchange Policy 1.1.

The Settlement Shares will be issued in reliance upon certain prospectus exemptions available under Canadian securities legislation and will be subject to a four month and one day hold period from the date of issuance.

Verisante's current business strategy is to identify and complete a business combination with a company in one of its target sectors that demonstrates significant growth potential and/or value creation opportunities for shareholders.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Company Contact:

Thomas Braun, President & CEO
Verisante Technology, Inc.
Telephone: (604) 716-5133
Email: info@verisante.com

Forward Looking Statements:

This news release may contain forward-looking statements all of which are subject to market risks, and the possibility that the Company will not be able to achieve all of its stated goals. These statements are made based upon current expectations and actual results may differ from those projected due to a number of risks and uncertainties.

SOURCE: Verisante Technology, Inc.