TORONTO, Feb. 1, 2017 – VersaPay Corporation (TSXV: VPY) (“VersaPay” or the “Company”), a leading provider of cloud-based invoicing, accounts receivable management and payment solutions, is pleased to announce the completion of the previously announced sale of all of the assets and property related to the Company’s Merchant Services business (the “Transaction”) to BluePay Canada, ULC (“BluePay”). In connection with closing of the Transaction, VersaPay has received $10,000,000 in cash, of which $500,000 has been placed in an escrow account for 12 months to cover potential purchase price adjustments and other potential liabilities for which BluePay is indemnified. An additional $1,000,000 will be payable to VersaPay 12 months following closing of the Transaction, conditional upon achievement of 5% growth in VersaPay’s Merchant Service portfolio from newly acquired merchants over such 12-month period. “We are very pleased to have completed this process in a timely manner, allowing us to focus on our ARCTM business in 2017,” commented Craig O’Neill, CEO of VersaPay. “We are now well positioned from a working capital standpoint as we pursue the tremendous opportunity that exists in providing an innovative accounts receivable solution across a wide spectrum of industries. We are one month into the year and now have 50 sales reps trained and in-market from our two Canadian partners. Our focus on launching these partners in Canada while adding new channel partners in the US to augment our growing direct sales pipeline should lead to strong revenue growth this year.” In addition, the Company announces that President Patrick McDonald, who previously led the Company’s Merchant Services business, has resigned in order to pursue other opportunities. “We would like to thank Patrick for his tremendous contribution to our organization and helping lead the Merchant Services business over the last 9 years,” stated Craig O’Neill. “We wish Patrick much success in his future endeavors.” About VersaPay VersaPay is a leading cloud-based invoice presentment and payment provider for businesses of all sizes. VersaPay’s ARC software-as-a-service offering allows businesses to easily deliver customized electronic invoices to their customers, to accept credit card and EFT payments and automatically reconcile payments to their ERP and accounting software. VersaPay is headquartered in Toronto, Canada. More information about VersaPay can be found on the Company’s website at www.versapay.com or under the Company’s profile on SEDAR at www.sedar.com. For additional information, please contact: John McLeod Vice President, Marketing VersaPay Corporation 647-258-9406 [email protected] Babak Pedram Investor Relations Virtus Advisory Group Inc. 416-644-5081 [email protected] Forward Looking and Other Cautionary Statements This news release contains “forward-looking information” which may include, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Such forward-looking information is often, but not always, identified by the use of words and phrases such as “plans,” “expects,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates,” or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. These forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business. Management believes that these assumptions are reasonable. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others, risks related 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 contained herein are made as of the date of this news release and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results, except as may be required by applicable securities laws. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Neither the 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.