Victory Square Technologies Announces Transaction Involving Its Wholly Owned Subsidiary, BlockX

Rhea-AI Summary

Victory Square Technologies Inc. (CSE:VST) (OTC:VSQTF) has announced that its wholly owned subsidiary, Block X Capital Corp. (BlockX), has entered into a merger agreement with Edge Total Intelligence Inc. (EdgeTI). The transaction involves EdgeTI acquiring all issued and outstanding shares of BlockX through a three-cornered amalgamation. Key points:

- EdgeTI will issue 4,250,000 subordinate voting shares (SVS) at $0.40 per share
- Total transaction value: $1,700,000
- A finder's fee of $85,000 will be paid in SVS at $0.43 per share
- Transaction closing is subject to TSXV approval and other conditions

BlockX focuses on blockchain, AI/ML, and cybersecurity solutions, while EdgeTI provides real-time digital operations software for situational awareness and accelerated action.

Positive

• Merger agreement potentially expands Victory Square's portfolio and market reach
• Transaction valued at $1,700,000, providing potential liquidity for Victory Square
• Synergy between BlockX's blockchain focus and EdgeTI's digital operations software

Negative

• Transaction subject to regulatory approvals, introducing uncertainty
• Potential dilution for Victory Square shareholders as BlockX becomes part of EdgeTI

VANCOUVER, British Columbia, Aug. 08, 2024 (GLOBE NEWSWIRE) -- 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 Officer
Victory Square Technologies Inc.
www.victorysquare.com

For further information about Victory Square, please contact:

Investor Relations Contact – Abbey Vogt
Email: ir@victorysquare.com
Telephone: 604 283-9166

Peter Smyrniotis – Director
Telephone: 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.

FAQ

What is the value of the merger between BlockX and EdgeTI for Victory Square Technologies (VSQTF)?

The merger is valued at $1,700,000, with EdgeTI issuing 4,250,000 subordinate voting shares at $0.40 per share to acquire BlockX, a wholly owned subsidiary of Victory Square Technologies.

When was the merger agreement between BlockX and EdgeTI announced by Victory Square Technologies (VSQTF)?

The merger agreement was announced on August 8, 2024, with the agreement dated August 2, 2024.

What are the main conditions for closing the transaction between BlockX and EdgeTI involving Victory Square Technologies (VSQTF)?

The main conditions for closing the transaction include receiving approval from the TSX Venture Exchange (TSXV) and other requisite third-party approvals.

How will the finder's fee be paid in the BlockX and EdgeTI merger involving Victory Square Technologies (VSQTF)?

A finder's fee of $85,000 will be paid through the issuance of subordinate voting shares (SVS) at a deemed price of $0.43 per share, which is the Market Price as defined by TSXV policies.