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VV

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Share Name Share Symbol Market Type
TSXV:VV TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Versatile Obtains Bridge Loan and Announces Rights Offering

16/12/2013 8:47pm

Marketwired Canada


Versatile Systems Inc. (TSX VENTURE:VV) ("Versatile" or the "Company") today
announced that it entered into a loan agreement with Bertrand des Pallieres (the
"Lender"), a director and significant shareholder of the Company, under which
the Lender has loaned to the Company Cdn$786,400 by way of a bridge loan (the
"Bridge Loan"). The proceeds from the Bridge Loan will be used for working
capital for the Company and its subsidiaries. In connection with the Bridge
Loan, the Company has agreed to use reasonable commercial efforts to undertake
and complete a rights offering (the "Rights Offering") by way of a rights
offering circular before March 31, 2014. 


"I am excited about this new chapter in Versatile's growth and pleased to
support the Company in this manner," said Mr. des Pallieres.


The Bridge Loan bears interest at a rate of 6% per annum and principal and
interest is due on the earlier of April 15, 2014 and the day after the receipt
by the Company of the proceeds from the rights offering (described below).


Under the Rights Offering the Company proposes to issue to eligible holders of
its outstanding common shares 157,285,643 rights, with four rights being
exercisable into one common share of the Company at an exercise price of
Cdn$0.02 per share. The Lender has agreed to provide a stand-by commitment to
purchase all of the unexercised rights. The Company expects to raise gross
proceeds of approximately Cdn$786,400 under the Rights Offering and has
covenanted to use such proceeds to repay the Bridge Loan. In consideration for
the Lender's stand-by commitment the Company has agreed to grant the Lender a
bonus warrant to purchase up to 25% of the total number of shares the Lender
will agree to acquire under the stand-by commitment.


The Company has also agreed with the Lender that the Company will submit to its
shareholders for approval at the Company's upcoming Annual General Meeting, a
resolution to approve the consolidation of the Company's shares on a 10 for 1
basis (the "Consolidation"). All references in this news release to numbers of
shares are to pre-Consolidation numbers.


The Company is also in discussions with the Lender regarding a proposed
convertible loan in a principal amount of approximately Cdn$640,000. The Company
and the Lender have not yet agreed to the terms of such convertible loan. If and
when terms are agreed to, the Company will provide further details in a
subsequent news release.


The Rights Offering and Consolidation are subject to a number of conditions
precedent, including the approval of the TSX Venture Exchange and securities
regulatory authorities, and in the case of the Consolidation the approval of the
Company's shareholders. If such conditions precedent are not satisfied the
Rights Offering may not close and the Consolidation may not complete. Further
details of the Rights Offering and Consolidation will be provided in due course
after receipt of applicable approvals. Assuming the Rights Offering proceeds,
the Company expects to mail a rights offering circular in January 2014 and the
Rights Offering will close in late February 2014. The Company anticipates that
if the Consolidation is approved, it will be effective after the closing of the
Rights Offering.


The Bridge Loan constitutes a related party transaction under Multilateral
Instrument 61-101 as the Lender is a director of the Company and owns 33,167,500
common shares of the Company, representing approximately 21.6% of the Company's
outstanding common shares. The Company has relied on the exemption from minority
shareholder approval in section 5.7(f) of MI 61-101 as the Bridge Loan is on
reasonable commercial terms.


About Versatile

Versatile is a multi-disciplinary technology company with solutions across the
mobile, digital signage, IT infrastructure, software and hardware landscape. The
company's products are utilized by Fortune 500 companies, leading financial
institutions, large and small retail organizations. For more information please
visit www.versatile.com.


Forward-Looking Statements

This document may contain forward-looking statements relating to Versatile's
operations or to the environment in which it operates, which are based on
Versatile's operations, estimates, forecasts and projections. These statements
include the completion and terms of the convertible loan, Rights Offering and
the Consolidation. These statements are not guarantees of future performance and
involve risks and uncertainties that are difficult to predict or are beyond
Versatile's control. A number of important factors including those set forth in
other public filings could cause actual outcomes and results to differ
materially from those expressed in these forward-looking statements.
Consequently, readers should not place any undue reliance on such
forward-looking statements. In addition, these forward-looking statements relate
to the date on which they are made. Versatile disclaims any intention or
obligation to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise. 


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


(C) 2013 Versatile Systems Inc. All rights reserved.

FOR FURTHER INFORMATION PLEASE CONTACT: 
Versatile Systems Inc.
Kenny Kahn
Chief Executive Officer
(717) 620-2531
inquiries@versatile.com
www.versatile.com

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