Victory Square Technologies - Press Release


Not for distribution to United States newswire services or for dissemination in the United States.

November 14, 2022 – Vancouver, British Columbia – Victory Square Technologies Inc. (CSE:VST) (OTC:VSQTF) (“VST” or the “Company“) is pleased to announce that the TSX Venture Exchange (“TSXV”) has conditionally approved the reverse-takeover transaction (the “Transaction”) pursuant to a merger agreement dated effective July 12, 2022 (the “Merger Agreement”), between Perihelion Capital Ltd. (“PCL”), IV Hydreight Inc. (“Hydreight”), VST, 1362795 B.C. Ltd., a wholly-owned subsidiary of VST, (“AssetCo”), and 1203500 B.C. Ltd., a wholly-owned subsidiary of PCL, (together, the “Parties”), which will constitute the Qualifying Transaction (as such term is defined in Policy 2.4 — Capital Pool Companies of Corporate Finance Manual of the TSX Venture Exchange (the “Exchange”)) of PCL, and that PCL and Hydreight has filed a filing statement in respect of the Transaction dated effective November 10, 2022, on PCL’s SEDAR profile (the “Filing Statement”).

For additional information regarding the Transaction, please see the Filing Statement, available on the SEDAR profile of PCL at 

About Victory Square Technologies Inc.

VST builds, acquires and invests in promising startups, then provides the senior leadership and resources needed to fast-track growth. The result: rapid scale-up and monetization, with a solid track record.

VST’s sweet spot is the cutting-edge tech that’s shaping the fourth industrial revolution. Our portfolio consists of 20+ global companies using AI, VR/AR and blockchain to disrupt sectors as diverse as fintech, insurance, health and gaming.


Shafin Tejani

Director and Chief Executive Officer

For further information about the Company, please contact:

Investor Relations Contact – Abbey Vogt


Telephone: 604 283-9166

Media Relations Contact – Peter Smyrniotis, Director

Telephone: 604 283-9166

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.

This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

Completion of the Transaction is subject to a number of conditions, including but not limited to TSXV acceptance, completion of the conditions precedent thereto including any financing requirements, and, if applicable pursuant to the TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. 

Neither the TSX Venture Exchange (the “TSXV“) nor Canadian Securities Exchange has in any way passed upon the merits of the Transaction and has not approved or disapproved of the contents of this news release.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: expectations regarding whether the Transaction will be consummated, whether the conditions precedent to the Transaction will be completed, including whether conditions to the consummation of the conditions precedent to the Transaction will be satisfied, or the timing for completing the Transaction and the conditions precedent to the Transaction.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction and/or the conditions precedent to the Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Transaction and/or the conditions precedent to the Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Transaction and/or the conditions precedent to the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Transaction and/or the conditions precedent to the Transaction. This forward-looking information may be affected by risks and uncertainties in the business of the Company, PCL and Hydreight and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

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