Victory Square Technologies Inc. (“Victory Square” or the
“Company”) (CSE:VST) (OTC:VSQTF) (FWB:6F6), a company that provides
investors access to a diverse portfolio of next generation internet
companies in key sectors including: AI, the 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 dated August 2, 2024 (the “Merger Agreement”) with an
arm’s length party to BlockX, Edge Total Intelligence Inc.
(“EdgeTI”) (TSXV: CTRL, OTCQB: UNFYF, FSE: Q5i).
BlockX focuses on building blockchain, AI/ML,
and cyber security solutions in the gaming, healthcare,
entertainment and sports sectors.
EdgeTI helps customers sustain situational
awareness and accelerate action with its real-time digital
operations software, edgeCore™ that unites multiple software
applications and data sources into one immersive experience called
a Digital Twin. For more information, please visit
https://edgeti.com.
Terms of the Merger
Agreement
Pursuant to the Merger Agreement, EdgeTI
proposes to acquire all of the issued and outstanding shares in the
capital of BlockX (the “Transaction”) in exchange for an equivalent
number of subordinate voting shares of EdgeTI (each, a “SVS”) by
way of a three cornered amalgamation under the Business
Corporations Act (British Columbia) (the “Amalgamation”), such that
upon completion of the Amalgamation, EdgeTI will hold all of the
issued and outstanding shares in the capital of the corporation
that results from the Amalgamation. Each SVS issued as part of the
Amalgamation to the holders of common shares of BlockX will be
issued at a deemed price per share of $0.40 for aggregate
consideration of $1,700,000. The consideration paid was determined
through arm’s length negotiation between EdgeTI and BlockX. EdgeTI
anticipates issuing an aggregate of 4,250,000 SVSs in connection
with the Transaction.
A fee of $85,000 will be paid in connection with
the Transaction to a finder of EdgeTI, which will be paid through
the issuance of SVSs at the deemed issuance price of the Market
Price (as defined in the policies of the TSX Venture Exchange
(“TSXV”)) of the SVSs as of August 2, 2024, being $0.43.
Sheri Rempel, the Chief Financial Officer of the
Company, is also the Chief Financial Officer of EdgeTI. Other than
Ms. Rempel, the Company and EdgeTI do not have any common directors
or officers.
Closing of the Transaction is subject to several
conditions including the receipt of the approval of the TSXV and
other requisite third-party approvals.
Sign up to VST’s official newsletter at
www.VictorySquare.com/newsletter
On behalf of the Board of Directors
“Shafin Diamond Tejani”Director and Chief
Executive OfficerVictory Square Technologies
Inc.www.victorysquare.com
For further information about Victory Square,
please contact:
Investor Relations Contact – Abbey VogtEmail:
ir@victorysquare.comTelephone: 604 283-9166
Peter Smyrniotis – DirectorTelephone: 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 for fast-track growth. VST’s sweet spot is
cutting-edge tech that’s shaping the 4th Industrial Revolution. Our
corporate portfolio consists of 25+ global companies using AI,
VR/AR, and blockchain to disrupt sectors as diverse as fintech,
insurance, health and gaming.
What we do differently for
startups
VST isn’t your ordinary investor. With real skin
in the game, we’re committed to ensuring each company in our
portfolio succeeds. Our secret sauce starts with selecting startups
that have real solutions, not just ideas. We pair you with senior
talent in 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 scale and be ready to monetize.
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 fund that requires accredited
investor status or multi-year commitments. It also can be purchased
by non-accredited investors who are restricted from buying venture
funds. Our portfolio provides a uniquely liquid, and transparent
way for investors to get access to the latest technologies and
emerging global trends. It is an excellent way to diversify into
early-stage venture.
VST invests primarily in leading edge
technology, such as artificial intelligence (AI), machine learning
(ML), digital health, blockchain, gaming and climate tech, which
provide the potential for high growth and returns.
Victory Square integrates a strong ESG
(environmental, social and corporate governance) component
throughout its operations. Our portfolio highlights minority
entrepreneurs, often overlooked by traditional investors, including
many from developing countries. We are also dedicated to giving
back to the communities in which we serve and operate. The
Company’s mandate is to assist organizations through its time,
talent and treasure. The Company is committed to organizations that
provide services in the youth, mental health, special needs, sport,
tech, education, marginalized groups, First Nations, and
accessibility sectors.
VST is a publicly-traded company headquartered
in Vancouver, Canada, and listed on the Canadian Securities
Exchange (VST), Frankfurt Exchange (6F6) and the OTCQX (VSQTF).
For more information, please visit
www.victorysquare.com.
ABOUT THE CANADIAN SECURITIES EXCHANGE
(CSE)The Canadian Securities Exchange, or CSE, is operated
by CNSX Markets Inc. Recognized as a stock exchange in 2004, the
CSE began operations in 2003 to provide a modern and efficient
alternative for companies looking to access the Canadian public
capital markets.
FORWARD-LOOKING INFORMATION
This news release contains “forward-looking
information” within the meaning of applicable securities laws
relating to the outlook of the business of Victory Square and its
portfolio companies, including, without limitation, statements
relating to future performance, execution of business strategy,
future growth, business prospects and opportunities of Victory
Square and its related subsidiaries and portfolio companies,
including those items listed under the heading “Net Asset Value
(“NAV”) Update”, “Notable Portfolio Highlights” 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”, “to be”, “anticipates”, “estimates”,
“intends”, “plans”, “continues”, “project”, “potential”,
“possible”, “contemplate”, “seek”, “goal”, “objectives”, “outlook”
or similar expressions, or may employ such future or conditional
verbs as “may”, “might”, “will”, “could”, “should” or “would”, or
may otherwise be indicated as forward-looking statements by
grammatical construction, phrasing or context. All statements other
than statements of historical facts contained in this news release
are forward-looking statements. Forward-looking information is
based on certain key expectations and assumptions made by the
management of Victory Square. 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 them because Victory Square can give no assurance that
they will prove to be correct. Although Victory Square believes
that the expectations reflected in forward-looking statements in
this press release are reasonable, such forward-looking statements
has been based on expectations, factors and assumptions concerning
future events which may prove to be inaccurate and are subject to
numerous risks and uncertainties, certain of which are beyond the
Victory Square’s control, including, but not limited to, the risk
factors discussed in the continuous disclosure materials of the
Victory Square which are available under the 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 developments may differ materially from those
contemplated by these statements. The statements contained in this
news release are made as of the date of this news release. Victory
Square disclaims any intent or obligation to update publicly any
forward-looking information, whether as a result of new
information, future events or results or otherwise, other than as
required by applicable securities laws.
The Canadian Securities Exchange has neither
approved nor disapproved the contents of this news release and
accepts no responsibility for the adequacy or accuracy hereof.
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