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Los Angeles, December 12, 2018 – Versus Systems, Inc. ("Versus" or the "Company") (CSE:VS) (FSE:BMVA) is pleased to announce that it has entered into an engagement letter pursuant to which the Company has appointed a syndicate of agents, co-led by Canaccord Genuity Corp. and Haywood Securities Inc. and including Kingsdale Capital Inc. (collectively, the "Agents"), to sell, by way of a private placement on a “commercially reasonable efforts” basis, units (the "Units") of the Company at a price of C$0.18 (the "Issue Price") per Unit for gross proceeds of up to C$5 million (the "Offering").

The Offering will consist of up to 27,777,778 Units, where each Unit shall consist of one common share of the Company (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of C$0.30 for a period of two years from the closing date of the Offering.

The Agents have also been granted the option (the "Agents' Option") to sell up to an additional 4,166,667 Units at the Issue Price, which Agents' Option is exercisable in whole or in part at any time up to 48 hours prior to the closing of the Offering.

The Agents will be paid a cash commission equal to 7% of the gross proceeds of the Offering (including pursuant to any exercise of the Agents' Option). The Agents will also receive broker warrants in a number equal to 7% of the number of Units sold under the Offering (including pursuant to any exercise of the Agents' Option). Each broker warrant shall be exercisable to acquire one Common Share at a price of C$0.18 per share for a period of two years from the closing date of the Offering.

Concurrent with the completion of the Offering, the Company is arranging to complete a non- brokered private placement of up to an additional 5,555,555 Units at a price of C$0.18 per Unit for aggregate gross proceeds of up to C$1,000,000 (the “Non-Brokered Offering”).

The net proceeds of the Offering and the Non-Brokered Offering will be used for expansion, business development activities and general working capital and corporate purposes.

The closing of the Offering and the Non-Brokered Offering is expected to occur on or about January 8, 2019, and is subject to receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange. All securities issued pursuant to the Offering and the Non-Brokered Offering will be subject to a four month hold period in accordance with applicable Canadian securities laws.

About Versus Systems

Versus Systems, Inc. has developed Winfinite - a proprietary in-game prizing and promotions engine that allows game publishers and developers to offer in-game prizing across various platforms including mobile, console, PC games, and streaming media. Brands pay to place products in-game via Winfinite, and gamers compete for those prizes. For more information, please visit www.versussystems.com.

For more information on Versus Systems’ new platform, Winfinite, visit www.versussystems.com or visit Versus Systems official YouTube channel.

Matthew Pierce
press@versussystems.com
(424) 242 -4150