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Versatile Announces Rights Offering and Provides Update on Arrangement With Mobiquity

MECHANICSBURG, PENNSYLVANIA -- (Marketwired) -- 02/03/14 -- Versatile Systems Inc. (TSX VENTURE: VV) ("Versatile" or the "Company") today announced that, further to its news release of December 16, 2013, the Company will be offering rights (the "Offering") to holders of its common shares (the "Common Shares") of record at the close of business on February 18, 2014 (the "Record Date") expiring March 19, 2014 ("Expiry Date"). The Offering will be made in all of the provinces and territories of Canada.

Shareholders of record on the Record Date will receive one right (a "Right") for each Common Share held and four Rights plus the sum of $0.02 will entitle the holder to subscribe for one Common Share. Rights will be evidenced by transferable rights certificates (each, a "Rights Certificate"). The Rights expire at 4:00 p.m. (Toronto time) (the "Expiry Time") on the Expiry Date, after which time unexercised Rights will be void and of no value. Shareholders who fully exercise their Rights are entitled to subscribe pro rata for additional Common Shares, if available, that were not subscribed for initially on or before the Expiry Time.

The Company has entered into a standby agreement (the "Standby Agreement") with Bertrand des Pallieres (the "Guarantor"), a director of the Company and holder of 33,167,500 Common Shares, pursuant to which Guarantor has committed, subject to terms and conditions set out in the Standby Agreement, to purchase at $0.02, such number of Common Shares that are available to be purchased, but not otherwise subscribed for, at the Expiry Time under the Offering. In consideration for this guarantee, Guarantor will be granted 7,757,383 non-transferable common shares purchase warrants (the "Standby Warrants"). Each whole Standby Warrant shall entitle the Guarantor to acquire one Common Share at an exercise price equal to: (a) $0.05 per share, if exercised prior to the Company's previously announced 10 for 1 consolidation (the "Consolidation"); and (b) $0.20 if exercised after the Share Consolidation. The Standby Warrants will expire on September 21, 2014.

The Offering is expected to raise gross proceeds of approximately $786,428.20, which will be used to repay a secured loan of the Guarantor to the Company.

The Rights will be posted for trading on the TSX Venture Exchange and will trade under the symbol "VV.RT". Trading of the Rights is expected to continue until 12:00 noon (Toronto time) on the Expiry Date. A rights offering circular, together with Rights Certificates, will be mailed to eligible shareholders on or after the Record Date. Eligible registered shareholders wishing to exercise their Rights must forward the completed Rights Certificates, along with the applicable funds to Computershare Investor Services Inc. by the Expiry Date. Shareholders who own their shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.

No U.S. Registration

The securities offered will not be or have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S of the Securities Act) or person in the United States, unless an exemption from such registration requirements is available. Certain shareholders in the United States will be permitted to participate in the Offering upon satisfying the Company that such participation is lawful and in compliance with all applicable securities and other laws of the United States. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.

Arrangement with Mobiquity

At the Company's Special Meeting held on October 31, 2013 shareholders of Versatile approved a plan of arrangement (the "Arrangement") with its wholly-owned subsidiary Mobiquity Investments Corp. As was noted in the Information Circular for the Special Meeting there were a number of conditions precedent to the completion of the Arrangement. These conditions have not yet been satisfied. The Arrangement will not proceed until the closing conditions are met and Versatile decides that it continues to be in the best interests of its shareholders to complete with the Arrangement. Versatile will provide a further update on the Arrangement when information is available.

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 closing of the Rights Offering and the Arrangement and the completion of 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.

© 2014 Versatile Systems Inc. All rights reserved.

Contacts:
Versatile Systems Inc.
Kenny Kahn
Chief Executive Officer
(717) 620-2531
[email protected]

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