Victory Square Technologies (OTC: VSQTF) Announces Completion of Investment in Renewable Energy Company – Stardust Solar

VANCOUVER, British Columbia, June 08, 2021 — 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 companies in key sectors including: digital health, gaming, blockchain, AR/VR, cybersecurity, the circular economy and cloud computing, is pleased to announce that it has completed the investment (the “Investment”) in the renewable energy company Stardust Solar (“Stardust”), a leading renewable energy company operating in the United States and Canada pursuant to a share purchase agreement dated June 8, 2021 between the Company and Stardust (the “SPA”).

Victory Square CEO Shafin Diamond Tejani said, “We are very excited to be investing in Stardust Solar.” “This strategic investment aligns with our Company’s vision of working with technology and sustainability influencers as we endeavour to eradicate damage to our environment and create a more sustainable and eco-friendly footprint.” Tejani continued “And, it’s not just an environmental issue, it’s an economic issue. The estimates going forward in terms of the size of the prize for companies that are in this game early, developing technologies and deploying technologies that address some of the carbon-related issues, is enormous.” “Victory Square continuously looks for returns to its stakeholders and the Company is very bullish with this investment in Stardust Solar,” said Tejani.

Founded in 2017, Stardust Solar is a leader in renewable energy education in Canada, providing CSA/NABCEP approved design and installation training with hands-on experience. Stardust Solar is also one of the first companies in North America to offer a franchise opportunity dedicated to the installation of solar PV systems.

Highlights About Stardust Solar:

  • Solar Network of over 2000+ trained professionals in Canada and USA (all trained and certified in renewable energies) – source: Stardust’s financial
  • One of the Biggest Renewable Energy Education provider in Canada
  • Recently Acquired the Canadian Solar Institute
  • Training Courses in Solar PV Installation, EV Charger Installation, Solar Hot Water, Wind Energy, and Wave Energy
  • CSA and NABCEP accredited training for those entering the renewable energy industry.
  • Solar PV Installation Franchise Model (developed Dale & Lessmann LLP, a leading franchise law firm)
  • Franchise Territories sold or reserved: Vancouver BC, Kamloops, BC, Prince George, BC, Edmonton, AB, Barrie/Muskoka, ON, and Halifax, NS
  • SUNPOWER National Residential Dealer Agreement in Canada
  • Future Proprietary Products in research and development
    • Environmental Panels (Generate Energy from Sun and Rain Drops)
    • Clothing made from Solar Cells
  • Environmental Pledge – 10 trees planted in a country affected by deforestation for every solar panel installed, and 25 trees planted for every solar student certified

Today more than ever before, there is growing demand for qualified workers in the renewable energies industry. Stardust Solar’s intensive training curriculum has been reviewed and approved by CSA and NABCEP as qualified training to achieve the Solar Photovoltaic (PV) Systems Certified (SPVC) Certification (NOC 7241) as well as the NABCEP Associates Degree. Our renewable energy training infrastructure transitioned perfectly to the deployment of our franchise model, allowing us to offer solar PV franchise licenses to our best students. With over 2,000 certified solar installers in our network and 100+ requests for franchisee licenses across Canada, Stardust Solar is poised for growth as one of the only renewable energy franchise players in North America.

“I am so happy to once again be collaborating with Shafin Diamond Tejani and his Team at VST,” Stardust Solar Founder and CEO Mark Tadros said. “It was over six years ago when our paths first crossed and I feel that we have come full circle with the announcement of this strategic investment by the Company. Stardust Solar is strategically positioned to grab hold of market share in this $100 Billion sector and our strategic alignment with VST will get us to our end goal in record time,” he added.

Terms of the Investment
Pursuant to the SPA, the aggregate purchase price paid for the Investment was CAD$600,000, the terms of the Investment are as follows:

  • In consideration for 20% of the issued and outstanding shares of Stardust, the Company has agreed to issue to Stardust, the number of common shares of the Company (“VST Shares”) as is equal to CAD$600,000 divided by a price of $0.89 per share for a total of 674,157 VST Shares.
  • At the closing of the Investment (the “Closing”) the VST Shares will be subject to a contractual holding period released in accordance with the following schedule:
    • 168,541 shares released 4 months and one day after the Closing Date;
    • 126,404 shares released 5 months after the Closing Date;
    • 126,404 shares released 6 months after the Closing Date;
    • 126,404 shares released 7 months after the Closing Date; and
    • 126,404 shares released 8 months after the Closing Date.
  • In addition to the purchase price, the Company has agreed to provide up to $100,000 to Stardust in exchange for the issuance of convertible notes with a maturity of 12 months. These convertible notes are secured against the resale of the VST Shares.
  • Further, Stardust agreed that the Company may at its sole discretion assign or dividend, upon the listing of Stardust on an exchange, up to 15% of its interest in Stardust to shareholders of VST.
  • Finally, Stardust has agreed to grant a right of first refusal to the Company with respect to any future financings or listings contemplated by Stardust.

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On behalf of the Board of Directors

“Shafin Diamond Tejani”
Director and Chief Executive Officer
Victory Square Technologies Inc.