Victory Square Technologies Reports Nine Months Ended September 30, 2022 & Corporate Update

Victory Square Technologies Inc. (“Victory Square” or the “Company”) (CSE:VST) (OTC:VSQTF) (FWB:6F6), a company focused on investing in the best and brightest entrepreneurs and innovations from around the world, is pleased to provide a corporate update.

Shafin Diamond Tejani, CEO of Victory Square: “The success of Victory Square is anchored in the dynamic combination and synergies of people, ideas, and capital. Going forward we are well equipped to leverage these resources to successfully build, develop and support companies in the global technology sector with the objective of creating long-term value for Victory Square, its network of companies and its shareholders. As we recently reported our nine months ended September 30, 2022, I’d like to take this opportunity to share financial highlights, our updated NAV and some notable portfolio highlights from Q3 2022.”

Financial Highlights:

“We have a healthy balance sheet, significant assets and a strong working capital position.” Shafin Diamond Tejani, CEO of Victory Square

Working Capital Cash & cash equivalents $2,475,771 as at September 30, 2022.

Revenue Revenue for the three months ended September 30, 2022, was $1,620,221 compared to $337,761 for the same prior year period. Revenue for the nine months ended September 30, 2022, was $3,852,101 compared to $748,835 for the corresponding prior year period.

Cost of Goods Sold Cost of goods sold for the three months ended September 30, 2022, was $710,830 compared to $157,450 for the corresponding prior year period. For the nine months ended September 30, 2022, cost of goods sold was $1,731,708 compared to $288,426 for the comparative period.

Gross Margin The gross margin for the three months ended September 30, 2022, was $909,391 or 56% compared to $180,311 or 53% for the corresponding prior year. For the nine months ended September 30, 2022, gross margin was $2,120,393 or 55% compared to $460,409 or 61% for the comparative period.

Net Asset Value (“NAV”) 2022 Q3 unaudited NAV of $80,701,078 as at September 30, 2022 (see Use of Non-GAAP Financial Measures) This update is made based on Victory Square’s established practice of releasing NAV as part of the Company’s ongoing response to shareholder interest in receiving periodic information. NAV is calculated based on the latest audited valuations, third party pricing agency valuations as well as unaudited management review valuations (based on comparables in the market) as at September 30th, 2022.

The Company’s consolidated financial statements for the quarter ending June 30, 2022 along with its Management Discussion and Analysis (MD&A) are available under the Company’s profile on SEDAR (www.sedar.com).

November 15, 2022 Corporate Update with Notable Portfolio Highlights:

Shafin Diamond Tejani, CEO of Victory Square: “2022 has been a year of continued growth and new opportunities for Victory Square. We’ve seen significant growth in our Digital Health assets, specifically IV Hydreight which will be listed shortly. We have a healthy balance sheet, significant assets and a strong working capital position. Our team is laser focused on unlocking value from the existing portfolio and building a pipeline of new opportunities. As we recently entered Q4 2022, I’d like to take this opportunity to share our updated NAV and some notable portfolio highlights from Q3 2022.

Notable Portfolio Highlights:

IV Hydreight - IV Hydreight provides immediate wellness through its mobile platform and core team of professionally trained service providers. Hydreight’s unique, custom built, proprietary telemedicine service allows users to book confidential health and wellness and/or medical services at their home, hotel, office, or wherever they might need discreet assistance with the same ease and convenience as booking a ride or ordering food delivery. Hydreight has a 503B pharmacy license under the United States Federal Food, Drug and Cosmetic Act and is a U.S. certified e‐script and telemedicine provider, allowing it to provide services in all 50 states. In addition to providing telehealth services, Hydreight’s other products include intravenous drips, Botox, and other medical and medispa treatments for a variety of conditions, including dehydration, anti‐aging, and more.

• IV Hydreight Announces Closing of Qualifying Transaction and anticipated trading date for resulting issuer shares under the trading symbol "NURS" on or about December 1, 2022
• Approx. 606% Current Growth Rate YOY New Business Partner Sign-ups (2021 vs 2022)

	2021	2022
January	4	22
February	5	13
March	9	38
April	10	37
May	9	63
June	2	68
July	13	49
August	4	73
September	6	71
October	14	103
Total	76	537

*Numbers are approximate and provided by Hydreight Management

GameOn (CSE:GET) - GameOn partners with the world’s biggest sports, media, and entertainment IPs to launch brand-building, money-making web3 games. The company turns fans into superfans - engaging, retaining, and monetizing audiences, and getting upside in the entire economic cycle of web3 games. With a diverse team of web3, gaming, sports, and media veterans with experience at Take-Two Interactive, Twitch, EA, Dapper Labs, and the Brooklyn Nets, GameOn works with broadcasters, TV networks, streaming platforms, leagues, tournaments, and web3 companies to launch best-in-class web3 games. Customers include NBCUniversal, Bravo, MX Player, Karate Combat, and Gaming Society.

• GameOn Breaks Even in October, Closes Five Deals in Two Months
• Launched products for (or soon to launch products for) Chibi Dinos, the WNBA, YOOM (formerly Tetavi), RDB Car Club, Crypto Jets Club, and Karate Combat
• Partnered with Karate Combat to launch an NFT mint and fantasy game. KC35 saw 6.6m livestreams and August saw 143m video views. The league has global distribution in 100+ countries and is partnered with CBS, Globo, Eurosport, BeIN, & ESPN.
• Announced a partnership with Tetavi for an NFT-based music fantasy game. It will allow music fans to discover new music, invest in the songs, and receive royalties based on streams and charts, in essence building their own record label.

XR Immersive (CSE:VRAR) - XR Immersive Tech is an industry leader in Social Entertainment, Virtual Reality (VR) and Augmented Reality (AR) content, attractions and experiences. The company builds experiences on its platforms for some of the world's largest companies including: Intel, Bayer, Capital One, Scotia Bank, the US Food and Drug Administration, Allegiant Airlines and more. With the acquisition of Synthesis VR Inc in Jan 2022, the company is able to provide a SaaS platform that can manage large scale enterprises and the ability to support a vast number of business scenarios including but not limited to room-scale, free roam, racing simulators, coin-op, online widgets and payments, education, VR training and many more. Synthesis has over 400 VR arcades globally and a market of over 325 VR games.

• Over 27 million minutes of gameplay, which is an increase of 153% compared to last year (on track for over 32 million minutes of gameplay for 2022)
• Over 43,885 customer accounts were created on the platform which is a 109% increase compared to last year (on track for over 51,000 customer accounts for 2022)
• Platform subscription has gone up by 108% compared to last year
• Launching Support for Android based headsets such as Quest 2, Pico and Vive Focus 3 with games for Android headsets unlike any other platform. (https://svr.li/mail/w/AZrxopQkwdNdQ3g2ETbZqA)
• Partnered with multiple developers in bringing popular games to VR locations worldwide:
  • Bugs From Space
  • Kaireyhs
  • Rotten Apple
• SynthesisVR brings enterprise training to VR locations. Foraying into enterprise: https://svr.li/mail/w/GBtHDQD763ThZ2q763zi8z16oA
• iRacing: one of the most popular games is now available on SynthesisVR: https://svr.li/mail/w/5yf763zvGPJWApmlv3DgyvDg
• Ultimechs joins SynthesisVR: https://svr.li/mail/w/9mEzWrn7WgeOsluUmgMBKA

Stardust Solar - Founded in 2017, Stardust Solar is a leader in renewable energy education, providing CSA/NABCEP approved design and installation training with hands-on experience. Stardust Solar is also one of the first companies in North America to offer a franchise opportunity dedicated to the installation of solar PV systems. With a network of solar training centers across North America, Stardust Solar is already widely regarded as the leader in solar education now having certified over 2,000 solar installers across Canada and the USA. With a growing list of franchise locations across North America, Stardust leans on its background to educate homeowners about important key differences in solar products and their warranties, and offers choices when purchasing life-changing solar equipment, including Sunpower.

• CSA approved EV Charger Installation Training completed
• Currently have 16 franchises with new franchisees coming in Q4; Moncton, New Brunswick, Oklahoma City, Oklahoma, Calgary, Alberta, North Vancouver, BC, Victoria, BC.
• New 5-Day NABCEP Solar Sales Associates Training ready to be offered to the public
• Future proprietary products in research and development
  • Solar panel recycling plant
  • Environmental panels (generate energy from sun and raindrops)
• Environmental pledge - 10 trees planted in a country affected by deforestation for every solar panel installed, and 25 trees planted for every solar student certified
• 100% YOY Growth

VS Health dba Safetest Comércio de Diagnósticos - VS Health is 360-degree health care offering smart, connected devices, at-home diagnostic tests, personalized digital guidance and monitoring, 24/7/365 access to health care professionals, and prescription delivery in Latin America.

• Safetest was selected to receive a federal grant in Brazil for a project using Artificial Intelligence in the diagnosis of neglected diseases, generating quantitative results and data processing to generate epidemiological information in real time. Safetest will receive approximately $257,000 in grants for investing in R&D payroll, inventory, software development and equipment for the development of smartphone based rapid tests.
• Safetest and Biominas partnered up on a project called Artificial Intelligence in a Point-of-Care Cervical Cancer test, which was selected for a state grant, being the second best project among hundreds of companies that submitted for this grant. The project will receive approximately $396,000 for investing in R&D payroll, inventory and lab services for the development of a smartphone based rapid test for the detection of Cervical Cancer.
• Safetest was selected for a national open innovation program called IBMP (Molecular Biology Institute of Paraná) Hunting. The goal of the program was to find projects that can add innovative solutions to IBMP's in vitro diagnostics and therapeutic biomolecules technological platforms. Safetest and IBMP are signing an NDA to develop a Rapid PCR Point-of-Care test, which has the potential to change the Point-of-Care Diagnostics sector.
• Safetest signed a contract with one of the largest Vet products companies in Latin America for the development and production of an important rapid test for the Vet diagnostics sector.
• Safetest concluded the development of the HTLV 1 and 2 rapid test and is now going to perform the clinical validation for registering the test at ANVISA. There are currently no tests in the market that differentiate HTLV 1 from 2.
• The development of the Cervical Cancer Rapid Test is moving forward quickly with good results. The next step is to expand the number of samples and the clinical validation.

Next Decentrum - @NextDecentrum, the creative force behind @CryptoPharaohs_, has officially partnered with @flovatar @Piggos_nft @The_Goobz_NFT @Bl0xNFT to bring the best digital collectibles to PopCon ME, the largest pop culture and gaming event in the Middle East

FansUnite (TSX:FANS) - FansUnite continues to maintain a strong balance sheet with $8.8M in working capital and $160.6M in total assets.

Draft Label Technologies - Draft Label subsidiary inks definitive agreement to complete business combination. Draft Label will become a wholly owned subsidiary of AcquisitionCo, which is launching the app DiscreetCare.com

Turnium Technology Group Inc (TSXV:TTGI) - Turnium expands its sales presence in the United States with the engagement of RAD-INFO inc and President Peter Radizeski.

Covalent CQT - Covalent announced a significant milestone with blockchain Layer 2 (L2) scaling solution Boba Network: Covalent will serve as the first data provider to offer full data visibility into all four of Boba’s L2 mainnet and testnet chains across Avalanche, Ethereum, Moonbeam, and BNB chain.

CloudAdvisors - CloudAdvisors listed as 2022 New Innovators in Canadian Business and was named as a 5-Star Insurance Technology Provider in 2022 by Insurance Business Canada Magazine

Creator.co - Creator is on track to more than double its revenue from last year. MRR is on pace to nearly triple by year end.

CoPilot - Successfully raised 9M in non-dilutive funding.

Shafin Diamond Tejani, CEO of Victory Square: “Thank you to our team, customers, communities, and investors as we look forward to continued progress in Q4 2022.”

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On behalf of the Board of Directors

“Shafin Diamond Tejani” Director and Chief Executive Officer Victory Square Technologies Inc. www.victorysquare.com

For further information about Victory Square, please contact:

Investor Relations Contact – Abbey Vogt Email: [e-mail] Telephone: [phone]

Peter Smyrniotis – Director Telephone: [phone]

Use of Non-GAAP Financial Measures:

This release contains references to NAV which is a non-GAAP financial measure. NAV is calculated as the value of total assets. The term NAV does not have any standardized meaning according to GAAP and therefore may not be comparable to similar measures presented by other companies. There is no comparable GAAP financial measure presented in Victory Square Technologies Inc. consolidated financial statements and thus no applicable quantitative reconciliation for such non-GAAP financial measure. The Company believes that the measure provides information useful to its shareholders in understanding the Company’s performance, and may assist in the evaluation of the Company’s business relative to that of its peers. This data is furnished to provide additional information and does not have any standardized meaning prescribed by GAAP. Accordingly, it should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP, and is not necessarily indicative of other metrics presented in accordance with GAAP. Existing NAV of the Company is not necessarily predictive of the Company’s future performance or the NAV of the Company as at any future date.

ABOUT VICTORY SQUARE TECHNOLOGIES INC.

Victory Square (VST) builds, acquires and invests in promising startups, then provides the senior leadership and resources needed for fast-track growth. VST’s sweet spot is cutting-edge tech that’s shaping the 4th Industrial Revolution. Our corporate portfolio consists of 25+ 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

VST isn’t your ordinary 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

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. Because we focus on market-ready solutions that scale quickly, we’re able to provide strong and stable returns while also tapping into emerging global trends with big upsides.

Victory Square integrates a strong ESG (environmental, social and corporate governance) component throughout its operations. Our portfolio highlights minority entrepreneurs, often overlooked by traditional investors, including many from developing countries. We are also dedicated to giving back to the communities in which we serve and operate. The Company’s mandate is to assist organizations through its time, talent and treasure. The Company is committed to organizations that provide services in the youth, mental health, special needs, sport, tech, education, marginalized groups, First Nations, and accessibility sectors.

VST 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 more information, please visit www.victorysquare.com.

ABOUT THE CANADIAN SECURITIES EXCHANGE (CSE)

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FORWARD-LOOKING INFORMATION

This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the outlook of the business of Victory Square and its portfolio companies, 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 and portfolio companies, including those items listed under the heading “Net Asset Value (“NAV”) Update”, “Notable Portfolio Highlights” 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”, “to be”, “anticipates”, “estimates”, “intends”, “plans”, “continues”, “project”, “potential”, “possible”, “contemplate”, “seek”, “goal”, “objectives”, “outlook” 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. Although Victory Square believes that the expectations reflected in forward-looking statements in this press release are reasonable, such forward-looking statements has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Victory Square’s control, including, but not limited to, the risk factors discussed in the continuous disclosure materials of the Victory Square which are available under the Victory Square’s profile on SEDAR at www.sedar.com. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. 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 Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.