Victory Square Technologies (OTC: VSQTF) Announces Closing of Immersive Tech’s Oversubscribed Financing for Gross Proceeds of $2.3 Million

VANCOUVER, British Columbia, April 29, 2021 — Victory Square Technologies Inc. (CSE: VST, OTC: VSQTF, FWB: 6F6) (the “Company” or “VST”) is pleased to announce that its portfolio company Fantasy 360 Technologies Inc. d/b/a Immersive Tech (“Immersive”) has closed its previously announced and upsized non-brokered private placement financing (the “Financing”) on April 23, 2021 of 6,750,803 subscription receipts (the “Subscription Receipts”) at a price of $0.35 per Subscription Receipt, for gross proceeds of approximately $2.36 million.

In connection with the Financing, Immersive entered into a subscription receipt agreement with Odyssey Trust Company dated April 23, 2021 (the “SR Agreement”) pursuant to which the proceeds of the Financing, minus 10% of the gross proceeds, being approximately $236,000, which was immediately released to Immersive on closing of the Financing for the purposes of satisfying the Escrow Conditions (as defined below) and for working capital and general corporate purposes (the “Escrowed Funds”) have been deposited in escrow. The Escrowed Funds will be held in escrow pending satisfaction of all of the escrow release conditions pursuant to the terms of the SR Agreement including, but not limited to, the Company receiving all applicable regulatory approvals and completing the listing of its common shares (“Immersive Shares”) on the Canadian Securities Exchange (the “CSE”) as well as receipt of a final prospectus of Immersive in British Columbia (the “Escrow Conditions”).

Upon satisfaction of the Escrow Conditions, the Escrowed Funds, after deducting certain finder’s fees payable to certain finders in connection with the Financing in an amount of up to 6% of the gross proceeds of the Financing, will be released to the Company and each Subscription Receipt will be automatically converted without any further action on the part of the holder thereof into one unit of Immersive (each, a “SR Unit”). In addition, the Company has also agreed to issue to certain finders in connection with the Financing, finder’s warrants of up to 6% of the number of Subscription Receipts purchased by subscribers introduced to Immersive by such finders (the “Finder’s Warrants”). Each Finder’s Warrant will be exercisable to acquire one Immersive Share for a period of 24 months following the completion of a go-public transaction by Immersive. Immersive may accelerate the expiry date of the Finder’s Warrants to 30 days following Immersive issuing a news release accelerating the expiry date of the Finder’s Warrants in the event the closing price of the Immersive Shares on the CSE or any other exchange upon which the Immersive Shares trade from time to time is equal to or greater than $0.78 per Immersive Share for a period of ten (10) consecutive trading days.

If the Escrow Conditions are not satisfied on or before August 31, 2021, the proceeds of the Financing will be returned to the subscribers. Immersive will be required to provide any shortfall in funds to ensure each subscriber is returned an amount of no less than $0.35 per Subscription Receipt purchased.

Each SR Unit will consist of one Immersive Share and one-half of one Immersive Share purchase warrant (each whole warrant, an “SR Warrant”). Each SR Warrant will entitle the holder thereof to purchase one additional Immersive Share at a price of $0.52 for a period of 24 months following the completion of a going-public transaction by Immersive. Immersive may accelerate the expiry date of the SR Warrants to 30 days following Immersive issuing a news release accelerating the expiry date of the SR Warrants in the event the closing price of the Immersive Shares on the CSE or any other exchange upon which the Immersive Shares trade from time to time is equal to or greater than $0.78 per Immersive Share for a period of ten (10) consecutive trading days.

Subject to policies of the CSE and applicable securities laws, all securities issued in connection with the Financing are expected to be subject to restrictions on resale for a period of four months and one day from the date of issuance in addition to any other exchange or legally mandated hold periods.

THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER OF ANY SECURITIES IN THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM SUCH REGISTRATION. WISHPOND HAS NOT REGISTERED AND WILL NOT REGISTER THE SECURITIES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. IMMERSIVE DOES NOT INTEND TO ENGAGE IN A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

About Victory Square Technologies Inc.

VST builds, acquires and invests in promising startups, then provides the senior leadership and resources needed to fast-track growth. The result: rapid scale-up and monetization, with a solid track record.

VST’s sweet spot is the cutting-edge tech that’s shaping the 4th Industrial Revolution. Our portfolio consists of 20 global companies using AI, VR/AR and blockchain to disrupt sectors as diverse as fintech, insurance, health and gaming.

About Immersive

As an industry leader in blending amusement park engineering and video game development, Immersive has established strong working relationships with top organizations including: Bayer Pharmaceuticals, Intel, Allegiant Airlines, Capital One, Scotia Bank, and the US Food and Drug Administration among others for brand activations at events including X-Games, Boston Hub Week among others. Over the past four years. Immersive has built highly sought after escape room experiences for some of the largest Family Entertainment groups globally including APEX Entertainment, and Kalahari Resorts. Immersive also operates the newly launched company “UNCONTAINED”, the world’s first COVID-safe free-roam AR/VR shipping container Location-Based Entertainment franchise. For more info view the Immersive’s latest highlight reel video or visit www.ImmersiveTech.co.

On behalf of the board,

Shafin Diamond Tejani
Chief Executive Officer
Victory Square Technologies