Victory Square Enters Into Definitive Agreement to Acquire 23.1% Of Blockchain-Focused Fintech Company Cassia Research Inc.

Victory Square Technologies

VANCOUVER, BRITISH COLUMBIA, CANADA (January 30, 2018)Victory Square Technologies Inc. (“Victory Square” or the (“Company”) (CSE:VST, OTC:VSQTF, FWB: 6F6) is proud to announce it, subject to all requisite regulatory approvals, will acquire 23.1% percent of all issued and outstanding shares of Cassia Research Inc. (“Cassia”) for $1,500,000 CAD in total consideration (the “Purchase Price”).

Pursuant to a definitive share purchase agreement to be executed between the Company and the shareholders of Cassia (the “Share Purchase Agreement”), the Purchase Price will be satisfied by cash installments of $1,000,000 (the “Cash Consideration”) by the Company and the issuance of $500,000 in value of common shares of the Company (the “Consideration Shares”). Cash Consideration will be payable in monthly increments until paid in full on May 1, 2018, and an aggregate 187,266 Consideration Shares, each at a deemed issue price of $2.67, shall be issued to the shareholders of Cassia. The deemed issue price represents the closing price of the common shares of the Company on the Canadian Securities Exchange at the end of trading on January 29, 2018, the trading day preceding this news release announcing the proposed acquisition, less a discount of 10%. In accordance with the terms of the Share Purchase Agreement, the Consideration Shares shall be subject to restrictions, which permit 8% of the Consideration Shares to be eligible to be free-trading each quarter commencing ♦ and ending April 1, 2021 being the last release date. The Share Purchase Agreement also contains standard representations, warranties and covenants for transactions of this nature. 

Cassia is a Vancouver-based, blockchain-focused, fintech startup with aspirations to expand internationally. Their platform, CoPilot Advisor, offers a SaaS wealth management platform to augment financial advisors to allow them to serve the general investing public better and faster. Further, Cassia is preparing to launch its decentralized, blockchain marketplace solution to revolutionize how $120 trillion of investable assets will be managed around the world. Investors will have access to institutional grade investment strategies validated on the blockchain. Cassia has assembled a strong team of founders, CEOs, and executives from The Hillcore Group, RBC Capital Markets, Broadridge, Riskalyze, Electronic Arts, and Predictable Revenue.

“We are excited to announce this definitive agreement with Cassia Research, a leading blockchain-focused fintech platform as they represent a leading edge and forward-thinking wealth management platform,” said Shafin Diamond Tejani, Chief Executive Officer of Victory Square. “Cassia Research is a prime example of how Victory Square looks to partner with leading entrepreneurs that are disrupting stagnant business models and ultimately unlocking intrinsic value. In the coming months we will aim to provide Victory Square resources to Cassia Research with the goal of integrating it into Victory Square and enhancing shareholder value.”

After a rigorous screening process of over 1,400 applicants, Cassia was selected as one of ten companies to attend the highly regarded Plug and Play tech incubator in Silicon Valley in early 2017.

“We are extremely excited to join the Victory Square family as they are a leader in their field,” said Henry Bee, Chief Executive Officer of Cassia. “They have a proven process of identifying unique and undervalued assets early and providing the capital and resources necessary to scale their business.”

For further information about the Company, please contact:

Howard Blank, Director

Email: [email protected]

Telephone: 604-928-6066

ABOUT VICTORY SQUARE TECHNOLOGIES INC.

Victory Square Technologies is a blockchain-focused venture builder that funds and empowers entrepreneurs to implement innovative blockchain solutions. Victory Square portfolio companies are disrupting every sector of the global economy including Virtual Reality, Artificial Intelligence, Personalized Health, Gaming and Film. Victory Square has a proven process for identifying game-changing entrepreneurs and providing them with the partners, mentorship and support necessary to accelerate their growth and help them scale globally. For more information, please visit www.victorysquare.com.

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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. 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.