HS GOVTECH SOLUTIONS INC. ANNOUNCES PRICING OF OVERNIGHT MARKETED FINANCING

/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, Feb. 16, 2023 /CNW/ - HS GovTech Solutions Inc. ("HS GovTech", or the "Company") (CSE: HS) (Frankfurt: 38H) (OTC: HDSLF) is pleased to announce the pricing and terms of its previously announced overnight marketed public offering (the "Prospectus Offering") and commercially reasonable efforts private placement (the "Private Placement", and concurrently with the Prospectus Offering, the "Offering") of units of the Company (the "Units"). The Offering will provide for the issuance of up to 10,811,000 Units at a price of $0.37 per Unit (the "Offering Price") under the Prospectus Offering, and for the issuance of up to 1,352,000 Units at a price of $0.37 per Unit under the Private Placement, for aggregate gross proceeds of up to $4,500,310. Echelon Capital Markets ("Echelon") is acting as lead agent and sole bookrunner, on behalf of a syndicate of agents, including Paradigm Capital (together with Echelon, the "Agents").

Each Unit will consist of one common share (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of $0.50 for 36 months from the date of issuance. The Company intends to apply to list the Warrants issued in connection with the Prospectus Offering on the Canadian Securities Exchange. The Common Shares and Warrants underlying the Units issued under the Private Placement will be subject to a hold period of four months and one day from the Closing Date.

The Agents will have an option to offer for sale up to an additional 15% of the Units sold pursuant to the Prospectus Offering on the same terms as the Offering for market stabilization purposes and to cover overallotments, exercisable in whole or in part within 30 days of the date of closing of the Offering (the "Over-Allotment Option"), for additional gross proceeds of up to $600,011. The Over-Allotment Option may be exercised to purchase Units, Common Shares, Warrants, or any combination thereof.

The Company will use the net proceeds of the Offering for sales, marketing, research and development, working capital and general corporate purposes.

The Offering will be completed by way of a prospectus supplement to the short form base shelf prospectus of the Company dated September 14, 2021 to be filed in with the securities commissions in British Columbia, Alberta and Ontario. The Company intends to file a prospectus supplement to its short form base shelf prospectus on February 21, 2023. Additionally, the Offering will be conducted by way of a private placement in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and  outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company's securities under domestic or foreign securities laws.

Closing of the Offering is subject to a number of conditions, including without limitation, the execution of an agency agreement and receipt of all regulatory approvals. The Offering is expected to close on or about February 28, 2023, or such other date as the Company and Echelon may mutually agree (the "Closing Date").

A copy of the Base Shelf Prospectus is, and a copy of the Prospectus Supplement will be, available on SEDAR at www.sedar.com.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States, or to U.S. Persons or for the account or benefit of any U.S. person or any person in the United States, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. "United States" and "U.S. Person" are as defined in Regulation S under the U.S. Securities Act.

About HS GovTech Solutions Inc.

HS GovTech^TM is an industry leading software as a service company serving the state, provincial and local government market across the United States and Canada. HS GovTech's^TM cutting edge platforms currently provide inspection, information, communication and data management systems that enable government agencies to operate more efficiently. HS GovTech's^TM cloud and mobile based platforms are currently deployed in over 800 state and local government organizations across North America. HS GovTech^TM currently offers the only fully integrated inspection, administration and analytics product suite across all platforms in North America. HS GovTech^TM also delivers its government grade technologies to private businesses through its My Health Department^TM platform, enabling citizens and private businesses to gain visibility and predictability into their own organizations and move from a reactive to a proactive operational status. As HS GovTech^TM continues to deliver focused service and innovative solutions to government organizations, the Company entered the FinTech space through its HSPay^TM offering which serves as a payment platform that streamlines the intake of government revenue. Further, HS GovTech's GovCall^TM platform offers one of the only teleconferencing and video collaboration platforms tailored exclusively for government agencies.

Forward-Looking Information

This release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement and the "Cautionary Statement regarding Forward-Looking Information" section contained in the short form base shelf prospectus of the Company dated September 14, 2021. All forward-looking statements in this press release are made as of the date of this press release. Forward-looking statements may include, without limitation, statements relating to the Offering, including the anticipated closing thereof, the use of proceeds therefrom, the exercise of the Over-Allotment Option, and the filing of the prospectus supplement. The forward-looking statements contained herein are also subject generally to assumptions and risks and uncertainties that are described from time to time in the Company's public securities filings with the Canadian securities commissions, including the Company's shelf prospectus and the prospectus supplement. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

SOURCE HS GovTech Solutions