Mr. Shafin Tejani reports

VICTORY SQUARE TECHNOLOGIES ANNOUNCES TRANSACTION INVOLVING ITS WHOLLY OWNED SUBSIDIARY, BLOCKX

Victory Square Technologies Inc.'s wholly owned subsidiary, Block X Capital Corp., has entered into a merger agreement dated Aug. 2, 2024, with an arm's-length party to Block X -- Edge Total Intelligence Inc. (EdgeTI).

Block X focuses on building blockchain, artificial intelligence/machine learning and cybersecurity solutions in the gaming, health care, entertainment and sports sectors.

EdgeTI helps customers sustain situational awareness and accelerate action with its real-time digital operations software, edgeCore, which unites multiple software applications and data sources into one immersive experience called a digital twin.

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 Block X in exchange for an equivalent number of subordinate voting shares of EdgeTI by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia) 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 subordinate voting share issued as part of the amalgamation to the holders of common shares of Block X will be issued at a deemed price per share of 40 cents for aggregate consideration of $1.7-million. The consideration paid was determined through arm's-length negotiation between EdgeTI and Block X. EdgeTI anticipates issuing an aggregate of 4.25 million subordinate voting shares 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 subordinate voting shares at the deemed issuance price of the market price (as defined in the policies of the TSX Venture Exchange) of the subordinate voting shares as of Aug. 2, 2024, being 43 cents.

Sheri Rempel, 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 TSX-V and other requisite third party approvals.

About Victory Square Technologies Inc.

Victory Square builds, acquires and invests in promising start-ups and then provides the senior leadership and resources needed for fast-track growth. Victory Square's sweet spot is cutting-edge technology that is shaping the fourth industrial revolution. The company's corporate portfolio consists of more than 25 global companies using AI, VR/AR (virtual reality/augmented reality) and blockchain to disrupt sectors as diverse as fintech (financial technology), insurance, health and gaming.

What Victory Square does differently for start-ups

Victory Square is not your ordinary investor. With real skin in the game, Victory Square is committed to ensuring each company in its portfolio succeeds. Victory Square's secret sauce starts with selecting start-ups that have real solutions, not just ideas. Victory Square pairs you with senior talent in product, engineering, customer acquisition and more. Then, Victory Square lets you do what you do best -- build, innovate and disrupt. In 24 to 36 months, you will scale and be ready to monetize.

What Victory Square does differently for investors

For investors, Victory Square offers 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 multiyear commitments. It also can be purchased by non-accredited investors who are restricted from buying venture funds. Victory Square's 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 ventures.

Victory Square invests primarily in leading-edge technology, such as artificial intelligence, machine learning, digital health, blockchain, gaming and climate technology, which provide the potential for high growth and returns.

Victory Square integrates a strong ESG (environmental, social and corporate governance) component throughout its operations. Victory Square's portfolio highlights minority entrepreneurs, often overlooked by traditional investors, including many from developing countries. Victory Square is also dedicated to giving back to the communities in which it serves and operates. 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, technology, education, marginalized groups, first nations and accessibility sectors.

Victory Square is a publicly traded company headquartered in Vancouver, Canada, and listed on the Canadian Securities Exchange (VST), Frankfurt Stock Exchange (6F6) and the OTCQX (VSQTF).

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