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

VANCOUVER, British Columbia, Aug. 08, 2024– 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.

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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

NT4