POSaBIT Announces Brokered Private Placement

Not for distribution to United States newswire services or for
dissemination in the United States.

TORONTO–(BUSINESS WIRE)–#cannabis–POSaBIT Systems Corporation (CSE: PBIT) (“POSaBIT” or the “Company”) is
pleased to announce that it has engaged Canaccord Genuity Corp. (the
“Lead Agent”), on behalf of a syndicate of agents (together with the
Lead Agent, the “Agents”), in connection with a private placement
offering, on a “commercially reasonable efforts” basis, of up to
16,666,667 units of the Company (the “Units”) at a price of C$0.30 per
Unit (the “Issue Price”) for gross proceeds of up to C$5,000,000.10 (the
“Offering”).

Each Unit will consist of one common share (a “Common Share”) and one
common share purchase warrant of the Company (each whole common share
purchase warrant, a “Warrant”). Each Warrant will entitle the holder to
purchase one common share of the Company (a “Warrant Share”) for a
period of two years following the closing of the Offering at an exercise
price of C$0.45 per Warrant Share, subject to adjustment in certain
events.

The Agents have been granted an option (the “Agents’ Option”) to sell up
to an additional 2,500,000 Units at the Issue Price pursuant to the
Offering, which Agent’s Option is exercisable in whole or in part at any
time up to 48 hours prior to the closing of the Offering.

The net proceeds raised under the Offering will be used for expansion
and business development activities and general working capital and
corporate purposes.

The Company has agreed to pay the Agents a cash commission equal to 7%
(reduced to 3.5% in respect of certain president’s list sales) of the
gross proceeds of the Offering and to issue the Agents such number of
brokers’ warrants (the “Brokers’ Warrants”) as is equal to 7% (reduced
to 3.5% in respect of certain president’s list sales) of the number of
Units issued pursuant to the Offering. Each Brokers’ Warrant will be
exercisable to acquire one common share of the Company for a period of
two years following the closing of the Offering at an exercise price of
C$0.30 per share, subject to adjustment in certain events. The Company
has also agreed to pay the Lead Agent a corporate finance fee of
C$75,000 in connection with the Offering, which fee shall be payable as
to C$37,500 in cash and as to C$37,500 in common shares of the Company
(at a deemed issue price of C$0.30 per share).

The closing of the Offering is expected to occur on or about July 9,
2019, and is subject to receipt of all necessary regulatory approvals,
including the approval of the Canadian Securities Exchange (the “CSE”).
All securities issued pursuant to the Offering will be subject to a four
month hold period in accordance with applicable Canadian securities laws.

This press release shall not constitute an offer to sell or solicitation
of an offer to buy the securities in any jurisdiction. The securities
will not be and have not been registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or applicable exemption from the
registration requirements.

Forward-Looking Statements

This press release contains forward-looking statements, including
statements regarding our business strategy, product development, timing
of product development, events and courses of action. Statements which
are not purely historical are forward-looking statements and include any
statements regarding beliefs, plans, outlook, expectations or intentions
regarding the future including words or phrases such as “anticipate,”
“objective,” “may,” “will,” “might,” “should,” “could,” “can,” “intend,”
“expect,” “believe,” “estimate,” “predict,” “potential,” “plan,” “is
designed to” or similar expressions suggesting future outcomes or the
negative thereof or similar variations. Forward-looking statements may
include, among other things, statements about: the Company’s
expectations regarding the Offering, including the proposed use of the
net proceeds thereof, the closing date of the Offering and the receipt
of required regulatory approvals. Although the Company believes the
assumptions underlying these statements are reasonable, they may prove
to be incorrect. Given these risks, uncertainties and assumptions, you
should not unduly rely on these forward-looking statements.

Forward-looking statements are subject to known and unknown risks,
uncertainties and other important factors that may cause the actual
results to be materially different from those expressed or implied by
such forward-looking statements, including but not limited to, business,
economic and capital market conditions; the ability to manage operating
expenses, which may adversely affect the Company’s financial condition;
the Company’s ability to remain competitive as other better financed
competitors develop and release competitive products; regulatory
uncertainties; market conditions and the demand and pricing for the
Company’s products; the Company’s relationships with its customers,
distributors and business partners; the Company’s ability to
successfully define, design and release new products in a timely manner
that meet the Company’s customers’ needs; the Company’s ability to
attract, retain and motivate qualified personnel; competition in its
industry; the Company’s ability to maintain technological leadership;
the Company’s ability to manage risks inherent in foreign operations;
the impact of technology changes on the Company’s products and industry;
the Company’s failure to develop new and innovative products; the
Company’s ability to successfully maintain and enforce our intellectual
property rights and defend third-party claims of infringement of their
intellectual property rights; the impact of intellectual property
litigation that could materially and adversely affect the Company’s
business; the Company’s ability to manage working capital; and the
Company’s dependence on key personnel. POSaBIT is an early stage company
with a short operating history; it may not achieve profitability; and it
may not actually achieve its plans, projections, or expectations.

Important factors that could cause actual results to differ materially
from POSaBIT’s expectations include, consumer sentiment towards
POSaBIT’s products and blockchain/cryptocurrency exchange technology
generally, litigation, global economic climate, loss of key employees
and consultants, additional funding requirements, changes in laws,
technology failures, competition, and failure of counterparties to
perform their contractual obligations. Except as required by law,
POSaBIT undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future event or
otherwise, after the date on which the statements are made or to reflect
the occurrence of unanticipated events.

About POSaBIT

POSaBIT (CSE: PBIT) is a financial technology company that delivers
unique and innovative, blockchain-enabled payment processing and
point-of-sale systems for cash-only businesses. POSaBIT specializes in
resolving pain points for complex, high-risk, emerging industries like
cannabis with an all-in-one solution that is compliant, user-friendly
and utilizes top-of-the-line hardware. POSaBIT’s unique solution
provides a safer and transparent environment for merchants while
creating a better overall experience for the consumer. For additional
information, visit: www.posabit.com.

Contacts

Investor Relations:
Chelsea Lish
The Blueshirt Group
for POSaBIT
415-217-7722
[email protected]

Media Relations:
Katie North
The Blueshirt Group for
POSaBIT
415-828-8298
[email protected]

Management:
Ryan Hamlin
Co-founder and CEO of POSaBIT
415-217-7722
[email protected]

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