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VersaPay Gets Conditional Approval for CEO Share Grant

TORONTO, ONTARIO -- (Marketwired) -- 02/28/14 -- VersaPay Corporation (TSX VENTURE: VPY) ("VersaPay"), a leading provider of cloud-based payment solutions, announces it has received conditional approval from the TSX Venture Exchange ("TSX-V") for a grant of 158,000 common shares (the "Shares") to its Chief Executive Officer, Craig O'Neill as part of his compensation package.

VersaPay is required to obtain disinterested shareholder approval before granting the Shares to Mr. O'Neill, which it intends to seek at its upcoming annual general and special meeting to be held in May of 2014. Once this and the final approval of the TSX-V have been obtained, the Shares will be issued to vest over a 30 month period as follows: (i) 80,000 Shares to vest immediately on granting, (ii) 39,000 Shares will vest on March 16, 2015, and (iii) the final 39,000 Shares on March 16, 2016.

About VersaPay

VersaPay is a financial technology company that delivers payment solutions for businesses. Serving more than 2,500 customers, VersaPay, together with its partners, provides the hardware, technology, infrastructure and support services to enable businesses of all types to accept and process electronic payments. In addition, the Company's cloud-based invoice presentment and payment platform facilitates the efficient exchange of documents and payments between suppliers and customers. VersaPay is headquartered in Toronto, Canada and has operations in Montreal and New York.

More information about VersaPay can be found at www.versapay.com.

Forward Looking and Other Cautionary Statements

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology, are intended to identify forward-looking statements and information. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks relating to the speculative nature of the Company's business, the Company's formative stage of development and the Company's financial position.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward looking statements if these beliefs, estimates and opinions or other circumstances should change.

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

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