Immersive Tech, a Victory Square Technologies Portfolio Company, Announces C$1.5 Million Non-Brokered Private Placement

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VANCOUVER, British Columbia, March 29, 2021 (GLOBE NEWSWIRE) -- Victory Square Technologies Inc. (“Victory Square”) (CSE:VST) (OTC:VSQTF) (FWB:6F6) is pleased to announce that its portfolio company Fantasy 360 Technologies Inc. d/b/a Immersive Tech (“Immersive”) has launched a non-brokered private placement of up to 4,285,714 subscription receipts of Immersive (“Subscription Receipts”) at a price of CAD$0.35 per Subscription Receipt for aggregate gross proceeds of up to CAD$1,500,000 (the “SR Offering”). The Subscription Receipts will be issued pursuant to and governed by a subscription receipt agreement to be entered between Immersive and an escrow agent to be appointed by Immersive on or prior to the closing date of the SR Offering (the “SR Agreement”). The proceeds of the SR Offering, minus 10% which will be immediately released to Immersive on closing of the SR Offering for the purposes of satisfying the Escrow Release Conditions (as defined below) and for working capital and general corporate purposes, will be deposited in escrow pursuant to the SR Agreement.

In accordance with the SR Agreement, each Subscription Receipt shall be automatically converted without any further action on the part of the holder thereof into one unit of Immersive (each, a “SR Unit”) upon the satisfaction of certain escrow release conditions (the “Escrow Release Conditions”) including the receipt of conditional approval by Immersive with respect to the listing of the common shares of Immersive (“Immersive Shares”) on the Canadian Securities Exchange (the “CSE”) and the receipt of a final prospectus of Immersive in the Province of British Columbia. If the Escrow Release Conditions are not satisfied by August 31, 2021, the proceeds of the SR Offering will be returned to the subscribers.

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 CAD$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 equivalent exchange upon which the Immersive Shares trade is equal to or greater than $0.78 per Immersive Share for a period of ten (10) consecutive trading days.