Victory Square Technologies Announces Completion of Asset Purchase from Techstars 2019 Alumni Company GameOn App Inc. and Appointment of Matt Bailey as Chief Executive Officer of V2 Games Inc.

Press Release

VANCOUVER, British Columbia, December 16, 2020 (GLOBE NEWSWIRE) – Further to the press release of Victory Square Technologies Inc. (“Victory Square“) (CSE:VST) (OTC:VSQTF) (FWB:6F6) dated September 18, 2020, V2 Games Inc. (“V2 Games“), a portfolio company of Victory Square, is pleased to announce that on December 1, 2020, it closed a transaction to acquire substantially all of the assets (the “Asset Purchase“) of GameOn App Inc. (“GameOn“) pursuant to an asset purchase agreement between V2 Games and GameOn dated November 11, 2020, as amended by an amending agreement dated November 30, 2020 (the “APA“).

Prior to the sale of its assets to V2 Games, GameOn was a gaming company providing consumers, broadcasters, sportsbooks, venues and brand partners with interactive, social experiences around sports, television and live events. GameOn drove engagement and revenue through its suite of proprietary mobile and TV technologies, changing the way fans compete, watch and win through free and frictionless prediction games. After completing the Techstars accelerator program and launching last summer, GameOn landed distribution rights into Comcast homes and bars. GameOn’s television app, which has been acquired by V2 Games, overlays sports games to enable live prediction in venues throughout the United States, driving viewership, engagement and revenue. GameOn also worked with white-label partners including NBCUniversal, Bravo and Real Housewives.

We are excited to welcome the GameOn team to the Victory Square family” said Shafin Diamond Tejani, CEO of Victory Square. “This acquisition will strengthen the V2G management team, add new interactive and innovative products to the company’s portfolio and includes partnerships with major players including Comcast and NBCUniversal.  The upcoming public listing of V2G will also unlock value for VST and our shareholders, as we follow in the footsteps of the successful public launch of Fansunite Entertainment earlier this year.

As consideration for the Asset Purchase, V2 Games issued 3,123,288 common shares of V2 Games at a deemed price of $0.80 per share, assumed USD$274,400 in liabilities of GameOn, and issued a convertible note with a principal amount of USD$92,000 and a maturity date of December 1, 2022 (the “Convertible Note“), equivalent to a total purchase price of approximately $2,965,047 based on the Bank of Canada exchange rate for United States dollars to Canadian dollars as of December 14, 2020.  No interest is payable on the principal amount of the Convertible Note, which is convertible into common shares of V2 Games at a price of $0.25 per share at the option of the holder.

Pursuant to the APA, V2 Games has agreed to use commercially reasonable efforts to complete a going public transaction and list its common shares on the Canadian Securities Exchange (the “CSE”) by February 28, 2021, or such other date as may be agreed by V2 Games and GameOn (the “Going Public Transaction“) and, immediately prior to the closing of the Going Public Transaction, V2 Games will issue such number of common shares of V2 Games as is equal to $150,000 divided by the deemed price per share determined in connection with the Going Public Transaction (the “Going Public Share Price“) to such directors, employees and consultants of GameOn as GameOn may direct.

V2 Games has also agreed to use commercially reasonable efforts to complete a financing with gross proceeds of at least $1,500,000 at a price of $0.25 per share (the “V2 Games Financing“) prior to completion of the Going Public Transaction. 

The board of directors of V2 Games (the “Board“) will be reconstituted to consist of five members, three of whom will be nominees of V2 Games and two of whom will be nominees of GameOn. The details of the reconstitution of the Board will be announced in due course. 

Chief Executive Officer

In connection with the Asset Purchase, V2 Games has entered into an employment agreement dated December 1, 2020, with Matthew Bailey, a founder and the chief executive officer of GameOn, pursuant to which Mr. Bailey has agreed to serve as V2 Games’ chief executive officer.

Mr. Bailey has over a decade of experience, including executive roles with BSE Global – the owner of the Brooklyn Nets and Barclays Center – as well as CSM Sport & Entertainment, leading client accounts such as the Harlem Globetrotters. He has also developed revenue-generating partnerships with key brands including Ford Motor Company, T-Mobile, Burger King and Vita Coco, and has been featured in Forbes magazine.

“I am very excited to join the team at V2 Games and work towards our listing on the CSE in Q1 2021,” said Mr. Bailey.  “V2 Games’ purchase of GameOn’s assets provides a path to growth and we have already made some significant moves, including hiring Santiago Jaramillo as Vice President of Product”, he continued. “Mr. Jaramillo brings extensive sports and game experience to V2 Games, having spent a decade building FIFA at EA Sports and also leading development of NBA Top Shot at Dapper Labs”.  

“We continue to seek out new opportunities for additional acquisitions”, said Mr. Bailey.  “The growing excitement around sports betting and gaming presents a key opportunity for V2 Games and I look forward to capitalizing on this in the days ahead.”

ABOUT V2 GAMES INC.

V2 Games is a video and mobile game ventures firm focusing on royalty investments in high-value gaming projects featuring globally-recognized intellectual properties. The company generates cash flow by streaming revenue share from recognizable gaming projects. Examples of these projects include: Pacific Rim: Breach Wars, Rune: Ragnarok, Men In Black and Hello Kitty. V2 Games previously developed the hit mobile game PAC-MAN Bounce, which got over 20 million downloads.

ABOUT VICTORY SQUARE TECHNOLOGIES INC.

Victory Square builds, acquires and invests in promising startups, then provides the senior leadership and resources needed to fast-track growth.

Our sweet spot is the cutting-edge tech that’s shaping the 4th Industrial Revolution. Our portfolio consists of 23 global companies using AI, VR/AR and blockchain to disrupt sectors as diverse as fintech, insurance, health and gaming.

What we do differently for startups

Victory Square isn’t just another investor. With real skin in the game, we’re committed to ensuring each company in our portfolio succeeds. Our secret sauce starts with selecting startups that have real solutions, not just ideas. We pair you with senior talent in product, engineering, customer acquisition and more. Then we let you do what you do best — build, innovate and disrupt. In 24- 36 months, you’ll scale and be ready to monetize.

What we do differently for investors

Victory Square is a publicly traded company headquartered in Vancouver, Canada, and listed on the Canadian Securities Exchange (VST), Frankfurt Exchange (6F6) and the OTCQX (VSQTF).

For investors, we offer early-stage access to the next unicorns before they’re unicorns.

Our portfolio represents a uniquely liquid and secure way for investors to get access to the latest cutting-edge technologies while also tapping into emerging global trends with big upsides. For more information, please visit www.victorysquare.com

On behalf of the board,

Shafin Diamond Tejani 
Chief Executive Officer and Director
Victory Square Technologies Inc.

For further information about Victory Square, please contact:

Investor Relations Contact – Alex Tzilios Email: alexandros@victorysquare.com
Telephone: 778-867-0482

Media Relations Contact – Howard Blank, Director
Email: howard@victorysquare.com
Telephone: 604-928-6066

Forward Looking Statement

This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the outlook of the business of Victory Square, including, without limitation, statements relating to future performance, execution of business strategy, future growth, business prospects and opportunities of Victory Square and its related subsidiaries, including V2 Games, and other factors beyond our control. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “continues”, “project”, “potential”, “possible”, “contemplate”, “seek”, “goal”, or similar expressions, or may employ such future or conditional verbs as “may”, “might”, “will”, “could”, “should” or “would”, or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. All statements other than statements of historical facts contained in this news release are forward-looking statements. Forward-looking information is based on certain key expectations and assumptions made by the management of Victory Square. 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 them because Victory Square can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. The 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. The CSE has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.