Victory Square Technologies Inc. Announces Closing of Immersive Tech’s Oversubscribed Financing for Gross Proceeds of $2.3 Million

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VANCOUVER, British Columbia, April 29, 2021 (GLOBE NEWSWIRE) -- 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.