Victory Square Technologies Announces Closing of Upsized and Oversubscribed $6.1 Million Private Placement of Special Warrants Led by Gravitas Securities

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VANCOUVER, British Columbia, Nov. 09, 2020 (GLOBE NEWSWIRE) -- Victory Square Technologies Inc. (“Victory Square” or the “Company”) (CSE: VST) (OTC: VSQTF) (FWB: 6F6) is pleased to announce that it has completed its previously announced upsized and oversubscribed private placement of special warrants of the Company (“Special Warrants”) for aggregate gross proceeds of approximately $6.1M (the “Offering”). A total of 11,713,053 Special Warrants, including an aggregate of 1,136,129 Special Warrants issued as a result of the exercise of the agent’s over-allotment option pursuant to the Offering, were sold pursuant to the Offering at a price per Special Warrant of $0.52 (the “Offering Price”). The Offering was conducted by Gravitas Securities Inc., as lead agent and sole bookrunner (the “Agent”). The subscribers to the Offering included a group of investors led by the CEO of Victory Square, Shafin Diamond Tejani, and 2-time Stanley Cup Winner Dave Bolland, who subscribed for Special Warrants equal to a total investment of approximately $2.0M or 33% of the gross proceeds of the Offering.

Shafin Diamond Tejani, Chairman and CEO of Victory Square, commented, “We are pleased to have completed this offering and now have additional resources to ramp up our sales and growth strategy for our digital health and diagnostic assets. We wish to thank our shareholders and Gravitas for their tremendous support.”

Each Special Warrant will entitle the holder thereof to receive one unit of Victory Square (a “Unit”), without payment of additional consideration, with each Unit being comprised of one common share of the Company (a “Share”) and one-half of one common share purchase warrant of the Company (each whole such warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase an additional common share of the Company at a price of $0.78 per share for a period of 36 months from the initial closing date of the Offering (the “Initial Closing Date”).

The Special Warrants and the Warrants will be governed by the terms of a Special Warrant Indenture and a Warrant Indenture respectively between the Company and Computershare Trust Company of Canada, as indenture trustee, in each case and will be transferable pursuant to the terms of such indentures.

The Company has agreed to prepare and file a short form prospectus (the “Prospectus”) qualifying the distribution of the Shares and the Warrants in British Columbia, Alberta, Manitoba and Ontario. In the event a receipt for the preliminary Prospectus has not been issued within 60 days of the Initial Closing Date, each Special Warrant will, upon the earlier of (i) four months and one day following the Initial Closing Date (or such subsequent closing date as may be applicable) and (ii) the date of the issuance of the receipt for the final Prospectus, entitle the holder of the Special Warrant to receive, at no additional cost, 1.10 Units, provided that the Company shall not be required to issue fractional Units, Shares or Warrants and any fractions shall be rounded down to the nearest whole number.