VersaPay Corporation
TSX VENTURE : VPY

March 14, 2012 09:30 ET

VersaPay Announces Brokered Private Placement

TORONTO, ONTARIO--(Marketwire - March 14, 2012) - VersaPay Corporation (TSX VENTURE:VPY), a provider of Electronic Invoice Presentation and Payment Solutions, announced today that it has entered into a letter of engagement with Wolverton Securities Ltd. (the "Agent") to conduct a brokered private placement (the "Offering") of up to 2,000,000 common shares at a price of $1.00 per common share for gross proceeds of up to $2,000,000 on a "commercially reasonable efforts" basis.

The net proceeds from the Offering will be used to fund the growth of VersaPay's business and for general corporate purposes.

On closing of the Offering, the Agent will receive a cash commission equal to 8% of the gross proceeds raised under the Offering. The Agent will also receive broker warrants equal to 9% of the number of common shares sold pursuant to the Offering. The broker warrants will be exercisable for a period of 24 months from the date of issue at a price of $1.02 per common share. The Agent will also be paid a corporate finance fee and will be reimbursed for its expenses in relation to the Offering.

Closing of the Offering is subject to the approval of the TSX Venture Exchange. All securities issued pursuant to the Offering will be subject to a four month and one day hold period from the date of closing of the Offering.

This press release is not an offer or a solicitation of an offer of securities for sale in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

About VersaPay

VersaPay is a financial technology company that delivers payment solutions for businesses across Canada. The Company's proprietary Electronic Invoice Presentment and Payment platform facilitates the efficient exchange of documents and payments between suppliers and customers.

VersaPay has operations in Toronto, Montreal and Vancouver.

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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