VS Versus Systems Inc.

Versus Systems, Inc. (“Versus” or the “Company”) (CSE:VS) (CSE:VS.CN) (OTCQB:VRSSF) (FRANKFURT:BMVA) – is pleased to announce that it has entered into a letter of engagement with Eight Capital, pursuant to which the Eight Capital, acting as agent for the Company, has agreed to offer for sale Units of the Company (the “Units”), on a “best efforts” private placement basis, subject to all required regulatory approvals, at a price per Unit of $0.30 (the “Issue Price”) for total gross proceeds of up to $3,000,000 (the “Offering”). Fort Capital Partners is acting as financial adviser to the Company in connection with the offering.

Each Unit shall consist of one common share of the Company (a “Share”) and one-half of one common share purchase warrant (each full warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one Share at a price of $0.40 per Share for a period of 24 months following the Closing Date.

The Company has granted the Agents an option to offer for sale up to an additional 15% of the Units, at the Issue Price, exercisable in whole or in part at any time for a period of up to 48 hours prior to the closing date of the Offering.

The net proceeds from the Offering will be used to enhance marketing efforts and engineering resources. 

The Offering is being made in Canada to “accredited investors” within the meaning of National Instrument 45-106 and other exempt purchasers in each province of Canada, as agreed upon by the Versus and Eight Capital, and in the United States only pursuant to available exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and in compliance with the securities laws of the applicable States of the United States.

The securities being offered have not been, nor will they be, registered under the United States Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Versus Systems

Versus Systems, Inc. has developed a proprietary in-game prizing and promotions engine that allows publishers and developers of interactive media to offer prizes inside interactive media including mobile, console, PC games, and streaming media. Brands pay to place products ingame via the Versus platform and players will compete for those prizes.

Versus has developed blockchain security and personalization technologies to secure their prizing system. Versus is working with 704 Games for the NASCAR series of mobile and console games, including NASCAR Heat Mobile which will be available with Versus prizing in early 2018. Versus is also working with Team NINJA, a subsidiary of Koei Tecmo for additional PC and console games; and their prize provider partners include Rockstar Energy Drink, Han Cholo, Tier1, IDW Publishing, and others. To learn more about Versus, see the website at www.versussystems.com, or watch their most recent video on Youtube.

For Versus Systems, contact Liz Pieri m: 626-818-7580 liz@pieripr.com

Cautionary Note Regarding 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 completion of the Offering and the use of proceeds from the 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 securities law.

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this press release.