THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO
UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
LOS ANGELES, Dec. 12, 2018 (GLOBE NEWSWIRE) -- Versus Systems, Inc. ("Versus" or the "Company") (CSE:VS)
(FSE:BMVA) is pleased to announce that it has entered into an engagement letter pursuant to which the Company has
appointed a syndicate of agents, co-led by Canaccord Genuity Corp. and Haywood Securities Inc. and including Kingsdale Capital Inc.
(collectively, the "Agents"), to sell, by way of a private placement on a “commercially reasonable efforts” basis,
units (the "Units") of the Company at a price of C$0.18 (the "Issue Price") per Unit for gross proceeds of up to
C$5 million (the "Offering").
The Offering will consist of up to 27,777,778 Units, where each Unit shall consist of one common share of the
Company (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”).
Each Warrant will entitle the holder to purchase one Common Share at an exercise price of C$0.30 for a period of two years from the
closing date of the Offering.
The Agents have also been granted the option (the "Agents' Option") to sell up to an additional
4,166,667 Units at the Issue Price, which Agents' Option is exercisable in whole or in part at any time up to 48 hours prior to the
closing of the Offering.
The Agents will be paid a cash commission equal to 7% of the gross proceeds of the Offering (including pursuant
to any exercise of the Agents' Option). The Agents will also receive broker warrants in a number equal to 7% of the number of Units
sold under the Offering (including pursuant to any exercise of the Agents' Option). Each broker warrant shall be exercisable
to acquire one Common Share at a price of C$0.18 per share for a period of two years from the closing date of the Offering.
Concurrent with the completion of the Offering, the Company is arranging to complete a non-brokered private
placement of up to an additional 5,555,555 Units at a price of C$0.18 per Unit for aggregate gross proceeds of up to C$1,000,000
(the “Non-Brokered Offering”).
The net proceeds of the Offering and the Non-Brokered Offering will be used for expansion, business development
activities and general working capital and corporate purposes.
The closing of the Offering and the Non-Brokered Offering is expected to occur on or about January 8, 2019, and
is subject to receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange. All
securities issued pursuant to the Offering and the Non-Brokered Offering will be subject to a four month hold period in accordance
with applicable Canadian securities laws.
About Versus Systems
Versus Systems, Inc. has developed Winfinite - a proprietary in-game prizing and promotions engine that allows game
publishers and developers to offer in-game prizing across various platforms including mobile, console, PC games, and streaming
media. Brands pay to place products in-game via Winfinite, and gamers compete for those prizes. For more information, please visit
www.versussystems.com.
For more information on Versus Systems’ new platform, Winfinite, visit www.versussystems.com or visit Versus Systems official
YouTube channel.
Matthew Pierce
pierce@versussystems.com
(310) 925 6373
This press release shall not constitute an offer to sell or solicitation of an offer to buy any of
the securities in the United States. The securities will not be and have not been registered under the United States Securities Act
of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons
absent registration or applicable exemption from the registration requirements of the United States Securities Act of 1933, as
amended.
Disclaimer for Forward-Looking Information
This news release contains certain forward-looking information and forward-looking statements within the
meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward
looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that
involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events
or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does
not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and
phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be
achieved) are not statements of historical fact and may be forward looking statements. In this news release, forward-looking
statements relate, among other things, to: the proposed terms of the Offering and the Non-Brokered Offering, the timing for
completion of the Offering and the Non-Brokered Offering and the use of proceeds from the Offering and the Non-Brokered Offering.
These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such
statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ
from any future results, performance or achievements expressed or implied by such forward-looking statements. Although the
forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at
the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such
forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.
Accordingly, readers should not place undue reliance on forward-looking statements and information. There can be no assurance that
forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to
be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary
forward-looking statements, except as required by applicable law.
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this press
release.