VV

Versatile Systems Inc. (TSX VENTURE:VV) ("Versatile" or the "Company") today
announced that, further to its news release of December 16, 2013, it has agreed
with Bertrand des Pallieres and SPQR Capital Holdings SA as to the terms of a
convertible loan (the "Convertible Loan").


Mr. des Pallieres, a director and significant shareholder of the Company, and
SPQR Capital Holdings SA, a corporation controlled by Mr. des Pallieres,
(together, the "Lenders") will loan the Company an aggregate of $648,820 in the
form of the Convertible Loan, bearing an interest rate of 14% per annum and due
two years from the date of advance. The principal of the Convertible Loan will
be convertible at the option of the Lender into common shares of the Company at
a conversion price as follows: (a) if the Company's previously announced 10 for
1 consolidation (the "Consolidation") has not been completed, at a conversion
price of $0.05 per share until the first anniversary of closing and $0.10 per
share thereafter; and (b) following completion of the Consolidation at a
conversion price of $0.35 per share (equal to $0.035 per share
pre-Consolidation). The variable conversion price is necessary to comply with
the $0.05 minimum price rules of TSX Venture Exchange. If the Consolidation is
completed and all of the principal of the Convertible Loan is converted, the
Company will be required to issue the equivalent of 18,537,714 pre-Consolidation
common shares to the Lenders. The Convertible Loan will be secured by a general
security agreement under which the Company will grant the Lenders a security
interest over the assets of the Company. The Company anticipates the closing of
the Convertible Loan will take place within a week.


"I am thrilled with the progress being made by Versatile's leadership team and
very pleased to support them in this manner," said Mr. des Pallieres.


The Convertible Loan is subject to a number of conditions precedent, including
the approval of the TSX Venture Exchange. If such conditions precedent are not
satisfied the Convertible Loan may not close.


The Convertible Loan will constitute a related party transaction under
Multilateral Instrument 61-101 ("MI 61-101") as Mr. des Pallieres 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
proposes to rely on the exemption from minority shareholder approval in section
5.7(1)(b) of MI 61-101. The aggregate principal amount of the Convertible Loan
and the previously announced bridge loan with Mr. des Pallieres will be
$1,435,220 which will be below 25% of the Company's market capitalization
calculated in accordance with section 5.7(1)(b) of MI 61-101. If the
Consolidation closes and the Lenders convert all of the principal of the
Convertible Loan, Mr. des Pallieres' direct and indirect shareholdings in the
Company will increase to the equivalent of 51,705,214 pre-Consolidation common
shares, representing approximately 32.5% of the outstanding common shares before
taking into account any shares that may be issued under the Corporation's
previously announced proposed rights offering. All of the disinterested
directors of the Company, being all of the directors other than Mr. des
Pallieres, approved the Convertible Loan.


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 Convertible Loan and the Rights Offering 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. 


(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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