Victory Square Technologies Announces Transaction of Its Wholly Owned Subsidiary BlockX

VANCOUVER, British Columbia, Aug. 8, 2024 (GLOBE NEWSWIRE) — Victory Square Technologies Inc. (“Victory Square” or the “Company”) (CSE:VST) (OTC:VSQTF) (FWB:6F6), a company providing investors with access to a diverse portfolio of next-generation internet companies in key sectors including: AI, circular economy, digital health, gaming, blockchain, AR/VR, cybersecurity and fintech, is pleased to announce that its wholly owned subsidiary, Block X Capital Corp. (“BlockX”), has entered into a merger agreement, effective August 2, 2024 (the “Merger Agreement”) with a BlockX independent party, Edge Total Intelligence Inc. (“EdgeTI”) (TSXV: CTRL, OTCQB: UNFYF, FSE: Q5i).

BlockX focuses on creating blockchain, AI/ML and cybersecurity solutions for the gaming, healthcare, entertainment and sports sectors.

EdgeTI helps customers maintain situational awareness and accelerate operations with its real-time digital operations software, edgeCore™, which unifies multiple software applications and data sources into a single immersive experience called the Digital Twin. For more information, visit https://edgeti.com.

Terms of the Merger Agreement

Under the Merger Agreement, EdgeTI proposes to acquire all of the issued and outstanding shares of capital stock of BlockX (the “Transaction”) in exchange for an equal number of subordinate voting shares of EdgeTI (each, an “SVS”) by way of a three-way merger under the Business Corporations Act (British Columbia) (the “Merger”) so that upon completion of the Merger, EdgeTI will hold all of the issued and outstanding shares of capital stock of the corporation that results from the Merger. Each SVS issued in the Merger to holders of BlockX common stock will be issued at a deemed price per share of $0.40 for an aggregate consideration of $1,700,000. The amount paid was determined in arm’s length negotiations between EdgeTI and BlockX. EdgeTI expects to issue an aggregate of 4,250,000 SVS in connection with the Transaction.

In connection with the Transaction, a fee of $85,000 will be paid to the finder of EdgeTI, to be made by way of the issuance of SVS at the deemed issue price of the Market Price (as defined in the policies of the TSX Venture Exchange (the “TSXV”)) of SVS on August 2, 2024 of $0.43.

Sheri Rempel, the Company’s Chief Financial Officer, is also the Chief Financial Officer of EdgeTI. Other than Ms. Rempel, the Company and EdgeTI have no common directors or officers.

The closing of the transaction is subject to several conditions, including receipt of TSXV approval and other required third-party approvals.

On behalf of the Management Board

“Shafin Diamond Tejani”
Director and CEO
Victory Square Technologies Inc.
www.victorysquare.com

For more information about Victory Square, please contact:

Investor Contact – Abbey Vogt
E-mail address: [email protected]
Phone: 604 283-9166

Peter Smyrniotis – Director
Phone: 604 283-9166

ABOUT VICTORY SQUARE TECHNOLOGIES INC.

Victory Square (VST) builds, acquires, and invests in promising startups, then provides the senior leadership and resources needed to rapidly scale. VST’s primary focus is on cutting-edge technology that is shaping the Fourth Industrial Revolution. Our corporate portfolio includes more than 25 global companies leveraging AI, VR/AR, and blockchain to disrupt sectors as diverse as fintech, insurance, health, and gaming.

What we do differently for startups

VST is not your average investor. With a real stake in the game, we are committed to ensuring the success of every company in our portfolio. Our secret sauce starts with selecting startups that have real solutions, not just ideas. We connect you with experienced talent across product, engineering, customer acquisition, and more. Then we let you do what you do best—build, innovate, and disrupt. In 24-36 months, you’ll be scaling and monetization-ready.

What we do differently for investors

For investors, we offer a liquid way to invest in some of the world’s most innovative early-stage technology companies without buying a venture capital fund, which requires accredited investor status or multi-year commitments. It can also be purchased by non-accredited investors who cannot buy venture capital funds. Our portfolio provides investors with a uniquely liquid and transparent way to access the latest technologies and emerging global trends. It is a great way to diversify into early-stage venture capital.

VST primarily invests in cutting-edge technologies such as artificial intelligence (AI), machine learning (ML), digital health, blockchain, gaming, and climate technologies that provide the potential for high growth and profits.

Victory Square integrates a strong ESG (Environmental, Social and Governance) component throughout its business. Our portfolio highlights minority entrepreneurs often overlooked by traditional investors, including many from developing countries. We are also committed to giving back to the communities in which we operate and serve. The firm’s mandate is to help organizations through its time, talent and resources. The firm is involved in organizations that provide services in the youth, mental health, special needs, sports, technology, education, marginalized groups, First Nations and accessibility sectors.

VST is a public company headquartered in Vancouver, Canada, listed on the Canadian Stock Exchange (VST), the Frankfurt Stock Exchange (6F6) and the OTCQX Market (VSQTF).

For more information, please visit www.victorysquare.com.

ABOUT THE CANADIAN SECURITY EXCHANGE (CSE)
The Canadian Securities Exchange, or CSE, is operated by CNSX Markets Inc. Admitted as a securities exchange in 2004, the CSE began operations in 2003 to provide a modern and efficient alternative for companies seeking to access the Canadian public capital markets.

FORECASTING INFORMATION

This press release contains “forward-looking information” within the meaning of applicable securities laws regarding the business prospects of Victory Square and its portfolio companies, including, without limitation, statements regarding the future results, execution of the business strategy, future growth, business prospects and opportunities of Victory Square and its subsidiaries and portfolio companies, including the items listed in the “Net Asset Value (“NAV”) Update,” “Key Portfolio Information” sections and other factors beyond our control. Such forward-looking statements may, without limitation, be preceded by, followed by or include words such as “believes,” “expects,” “will,” “anticipates,” “estimates,” “intends,” “plans,” “continues,” “projects,” “potential,” “possible,” “consider,” “seeks,” “goal,” “targets,” “outlook” or similar expressions, or may employ such future or conditional verbs as “may,” “might,” “will,” “could,” “should” or “would,” or may be otherwise identified as forward-looking statements by grammatical construction, phraseology or context. All statements other than statements of historical fact contained in this press release are forward-looking statements. Forward-looking information is based on certain key expectations and assumptions made by Victory Square’s management. Although Victory Square believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on such forward-looking information because Victory Square can give no assurance that they will prove to be correct. Although Victory Square believes that the expectations reflected in the forward-looking statements contained in this press release are reasonable, such forward-looking statements are based on expectations, factors and assumptions about future events that may prove to be inaccurate and are subject to numerous risks and uncertainties, some of which are beyond Victory Square’s control, including, but not limited to, the risk factors discussed in Victory Square’s news materials, which are available under Victory Square’s profile on SEDAR at www.sedar.com. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. Actual results and events could differ materially from those anticipated in these statements. The statements contained in this press release are made as of the date hereof. Victory Square disclaims any intention or obligation to publicly update any forward-looking information, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.

The Canadian Securities Exchange has neither approved nor disapproved the contents of this press release and is not responsible for its adequacy or accuracy.