Victory Square Technologies Inc.
CSE : VST
CSE : VST.CN
CNSX : VST
FRANKFURT : 6F6
OTC PINK : VSQTF

Victory Square Technologies Inc.

August 14, 2017 08:00 ET

Annual General Meeting Returns Incumbent Board of Directors for Victory Square

Stakeholder support of corporate governance and continuity of board members important to optimize repositioning of the Company

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug. 14, 2017) - The incumbent Board of Directors of Victory Square Technologies Inc. ("Victory Square" or the "Company") (CSE:VST)(CSE:VST.CN)(CNSX:VST)(OTC PINK:VSQTF)(FRANKFURT:6F6)(WKN:A2AKL8) was re-elected at the Company's Annual General Meeting, demonstrating shareholder support of the Company's new strategic plan.

"We are pleased to continue the seamless transition from the former Fantasy 6 Sports Inc. that was focused on fantasy sports, mobile gaming and immersive sports into newly-named Victory Square that is purposefully building on that foundation as a venture builder that creates, funds and empowers entrepreneurs," said Chief Executive Officer Shafin Diamond Tejani, who was among the slate of five re-elected board members. "Having the governance and strategic support of an incumbent board that is well versed in the evolution of the Company and committed to our repositioning is a real positive for us at this stage of our evolution."

Continuing with Mr. Tejani as directors of the Company are Howard Blank, Tom Mayenknecht, Peter Smyrniotis, and Sheri Rempel, who was also re-appointed Chief Financial Officer of Victory Square. Biographies for each board member can be viewed on the Company's website at www.victorysquare.com.

The Company is developing on the strength of growth by their existing companies, and identified opportunities in personalized health technologies and participation in major motion picture film funds. The new positioning of the Company sees it focused on core competencies in Blockchain Technology, Artificial Intelligence, Virtual Reality, Gaming, Personalized Health and Film.

"To have the support of our stakeholders at such a key time in our growth and development is gratifying indeed," added Mr. Tejani. "It's also extremely valuable for the Company to be able to tap into the combined expertise and experience of its Board of Directors in terms of our strategic direction going forward."

CONVERSION OF DEBT

The Company also announces it has converted debt through a private placement transaction with certain arm's length and non-arm's creditors issuing 1,687,867 common shares at a deemed price of $0.84 per common share (the "Common Shares"). As such, an aggregate obligation of $1,417,809 was settled, including $1,261,183 to CEO Shafin Tejani, who received 1,501,409 of the Common Shares demonstrating his continuing support of and confidence in Victory Square.

The Common Shares issued pursuant to the debt settlement were distributed in reliance on certain prospectus and registration exemptions available under applicable securities legislation and are subject to a four month hold period.

Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the debt settlement constitutes a "related party transaction" as an officer and director of the Company received 1,501,409 common shares in the capital of the Company in connection with the debt settlement. The Company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the debt transaction with the officer and director did not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the debt settlement, which the Company deems reasonable in the circumstances as the Company wished to reduce its accrued liabilities.

ABOUT VICTORY SQUARE TECHNOLOGIES INC.

Victory Square is venture builder that creates, funds and empowers entrepreneurs predominantly focused on Blockchain Technology, Virtual Reality, Artificial Intelligence, Personalized Health, Gaming and Film. As a technology incubator, Victory Square invests in game-changing entrepreneurs who are provided access to education programs, global mentorship networks, distribution partners, creative workspaces, resources and other forms of operational support to help them scale internationally. For more information, please visit www.victorysquare.com.

ABOUT THE CANADIAN SECURITIES EXCHANGE (CSE)

The Canadian Securities Exchange, or CSE, is operated by CNSX Markets Inc. Recognized as a stock exchange in 2004, the CSE began operations in 2003 to provide a modern and efficient alternative for companies looking to access the Canadian public capital markets. The CSE has not reviewed, nor approved or disapproved the content of this news release.

FORWARD-LOOKING INFORMATION

This news release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of Victory Square. Forward-looking information is based on certain key expectations and assumptions made by the management of Victory Square, including future plans for acquisitions. Although Victory Square believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Victory Square can give no assurance that they will prove to be correct. Forward-looking statements contained in this news release are made as of the date of this news release. Victory Square disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

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