Victory Square Technologies to Launch Share Buyback (NCIB) as Balance Sheet Clears; Announces NAV-Focused Investor Webinar

Rhea-AI Summary

Victory Square Technologies (OTC:VSQTF) has announced the launch of a Normal Course Issuer Bid (NCIB) to repurchase up to 5 million common shares, representing approximately 5% of outstanding shares, starting September 24, 2025. The company has appointed BMO Nesbitt Burns to facilitate the buyback program.

The announcement follows the successful conversion of strategic capital raised in 2022 into Hydreight shares, clearing Victory Square's balance sheet of debt. The company now holds approximately 25.3 million Hydreight shares valued at $122.3 million based on the September 22, 2025 market close of $4.83. Victory Square will host an Investor Webinar on October 2, 2025, to provide a detailed NAV breakdown and discuss upcoming catalysts.

Positive

• Complete debt clearance through strategic conversion of 2022 capital into Hydreight shares
• Significant holding of 25.3M Hydreight shares valued at $122.3M
• Implementation of 5% share buyback program to enhance shareholder value
• Strong cash position enabling share repurchases

Negative

• Trading at significant discount to NAV
• Reduction in Hydreight ownership position by 607,057 shares through debt settlement

Vancouver, British Columbia--(Newsfile Corp. - September 22, 2025) - Victory Square Technologies Inc. (CSE: VST) (OTC Pink: VSQTF) (FSE: 6F6) ("Victory Square" or the "Company") today announced its intention to commence a Normal Course Issuer Bid ("NCIB").

Under the NCIB, Victory Square may purchase for cancellation up to 5,000,000 common shares, representing approximately 5% of its issued and outstanding common shares. The NCIB will commence on September 24, 2025, and remain in effect until the earlier of September 23, 2026, or until the maximum number of shares permitted under the NCIB have been purchased. Purchases will be made through the facilities of the CSE and/or other permitted alternative trading systems at prevailing market prices, in accordance with applicable securities laws and CSE policies.

The Company has appointed BMO Nesbitt Burns Inc. to coordinate and facilitate purchases under the NCIB. All shares purchased under the NCIB will be cancelled upon purchase. The Company will fund purchases under the NCIB with cash on hand.

Management believes the NCIB represents a prudent capital allocation strategy that reflects confidence in the Company's portfolio and long-term outlook, while providing an effective mechanism to enhance shareholder value.

2022 Strategic Capital → 2025 Milestone

In 2022, prior to Hydreight Technology Inc.'s ("Hydreight") IPO, Victory Square raised strategic capital to fund infrastructure fueling Hydreight and VSDH. Rather than dilute shareholders while VST's stock was trading below value, management focused on strengthening its core IP and accelerating the growth of its highest-conviction companies.

In early September 2025, the lender exercised an option, originally negotiated in 2022, to convert that capital into Hydreight shares at a 20% discount to market. On September 2, 2025, when Hydreight closed at $3.30, the option price was approximately $2.62 per share. In connection with this conversion, Victory Square transferred 607,057 Hydreight shares to settle the outstanding indebtedness of $1,600,000, together with accrued interest of $2,630.

This financing decision, made in 2022, was a strategic move that fueled Hydreight's rapid growth and created significant long-term value for VST shareholders.

Following this settlement, VST now holds approximately 25,326,124 Hydreight shares valued at ~$122.3 million based on the September 22, 2025 market close of $4.83, with no debt outstanding.

Delivering on 2025 Priorities

At the start of the year, management set three clear goals:

• Increase the share price and narrow the discount to NAV 
• Strengthen the balance sheet 
• Generate sustainable cash flow underway

With the first two milestones achieved and the third in progress, initiating an NCIB is the next logical step in returning value directly to shareholders.

Shafin Diamond Tejani, CEO of Victory Square, commented:

"We took on strategic capital in 2022 to grow our core IP without diluting VST shareholders. That decision helped scale businesses like Hydreight and VSDH, which today represent meaningful value for Victory Square. With our balance sheet now clear and our market cap trading well below NAV, initiating a share buyback is the logical next step to deliver value directly back to shareholders."

Unlocking Value Beyond Hydreight

Victory Square's Hydreight position valued at ~$122.3 million at the September 22, 2025 market close represents just one of its portfolio companies. This figure does not include the Company's ownership in Insu Therapeutics, Pawsible Ventures, Edge Total Intelligence, CoPilot AI, Stardust Solar, and others, each targeting large addressable markets spanning digital health, AI, pet health, clean energy, and enterprise software.

Management believes that Victory Square's current market capitalization does not reflect the value of even one portfolio company, let alone the broader group of businesses that make up its NAV.

Upcoming Investor Webinar - NAV Breakdown & Catalysts

Victory Square will host an Investor Webinar on Thursday, October 2, 2025, from 11:00 a.m. to 12:00 p.m. PDT. Management will provide a detailed NAV breakdown of the Company's portfolio, highlight upcoming catalysts, and address investor questions through a live Q&A.

Registration link: https://zoom.us/webinar/register/WN_XWWeM60GSI2uWaGx33UFqQ

On behalf of the Board of Directors,

Shafin Diamond Tejani
Chairman & CEO, Victory Square Technologies Inc.
www.victorysquare.com

For further information about Victory Square, please contact:

Investor Relations Contact - Abbey Vogt
Email: ir@victorysquare.com
Telephone: 604 283-9166

Peter Smyrniotis - Director
Telephone: 604 283-9166

ABOUT VICTORY SQUARE TECHNOLOGIES INC.

Victory Square is a Venture Builder that provides investors a liquid way to invest in early-stage technology companies without buying a venture fund that requires accredited investor status or multi-year commitments.

• A diverse portfolio of 25+ innovative companies from around the world (founders come from: Ireland, Sri Lanka, Bulgaria, Australia, India, Brazil, the Middle East and North America)
• Sectors include: Digital Health, Artificial Intelligence (AI), Machine Learning (ML), Blockchain/Web3, Virtual & Augmented Reality (VR/AR), Gaming, Climate Tech
• Owner-operated (approx. 15% Management Ownership)

Business Model:

The Victory Square business model is to buy, build and invest in early stage tech companies. We spend upwards of 48 months with those companies until they're ready to spin-off or stand on their own. There are a couple of unique elements to our business model…

1. We have unparalleled access to startups through our internal incubator and International network with over 250+ founders, investors, tech accelerators and venture capital firms from more than 60 countries.
2. Second, our management team and advisors are actively involved in our investments from incubation through monetization, providing them with financial, operational, and strategic support to scale globally.
3. We drive value by monetizing investments and reinvesting the gains in new innovations. The strategy was to build a self-sustaining business.

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

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

Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. Forward-looking information is generally identifiable by the use of words such as "believes," "may," "plans," "will," "anticipates," "intends," "could," "estimates," "expects," "forecasts," "projects," and similar expressions, as well as their negative forms. All statements in this release, other than statements of historical fact, are forward-looking information, including but not limited to statements regarding:

• the Company's future plans, objectives, and strategies;
• expectations regarding the performance and growth of portfolio companies, including Hydreight Technologies, Insu Therapeutics, and Pawsible Ventures;
• the expected impact of new products, services, and strategic initiatives;
• Hydreight's growth, margins, VSDHOne order volumes, and other financial metrics in 2025;
• anticipated clinical and regulatory milestones for Insu Therapeutics;
• the development and launch of Pawsible Ventures' fund and incubator program; and
• potential capital allocation measures, including share buybacks and monetization of non-core assets.

Forward-looking information reflects management's current expectations, estimates, and projections concerning future events and operating performance, based on opinions and assumptions considered reasonable at the time such statements are made. These assumptions include, but are not limited to: the ability of portfolio companies to execute their business models as planned, regulatory approvals being obtained when expected, general economic and industry conditions remaining stable, and access to capital on reasonable terms.

Forward-looking information is subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied. Key risks include, without limitation: changes in general economic, business, and political conditions; changes in financial markets; risks related to government regulation and compliance; risks related to product development, clinical trials, and commercialization; risks related to the NCIB, including the number of shares that may be purchased under the NCIB, reliance on key personnel; risks associated with competition; the availability of financing; and those factors disclosed in the Company's publicly filed documents under its profile on SEDAR+.

There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated. Readers are cautioned not to place undue reliance on forward-looking information. All forward-looking information in this release is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update such information to reflect future results, events, or developments, except as required by law.

¹See "Use of Non-GAAP Financial Measures" in the Company's MD&A for reconciliations of Adjusted Revenue and Adjusted EBITDA.

Use of Non-GAAP Financial Measures

This release contains references to non-GAAP financial measures Adjusted Revenue and Adjusted EBITDA. The Company defines Adjusted Revenue as gross cash income before adjustments for the deferred portion of business partner setup, license, and sponsorship fees and gross and accrued receipts from blockchain grant funding. The Company defines Adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization and before (i) transaction, restructuring, and integration costs and share-based payments expense, and (ii) gains/losses that are not reflective of ongoing operating performance including inventory impairment. The Company believes that the measure provides useful information to its shareholders and investors in understanding the Company's 2023 operating cash flow and may assist in the evaluation of the Company's business relative to that of its peers more accurately than GAAP financial measures alone. 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/267519

FAQ

How many shares will Victory Square (VSQTF) buy back under the new NCIB program?

Victory Square will buy back up to 5 million common shares, representing approximately 5% of its issued and outstanding common shares.

What is Victory Square's current holding in Hydreight after the debt conversion?

Victory Square now holds 25,326,124 Hydreight shares valued at approximately $122.3 million based on the September 22, 2025 market close of $4.83 per share.

When will Victory Square's NCIB program begin and end?

The NCIB will commence on September 24, 2025 and remain in effect until September 23, 2026, or until the maximum number of shares are purchased.

How did Victory Square clear its balance sheet in 2025?

The company settled its $1.6M debt plus interest by converting it into 607,057 Hydreight shares at a 20% discount to market price.

When is Victory Square's upcoming investor webinar?

Victory Square will host an Investor Webinar on Thursday, October 2, 2025, from 11:00 a.m. to 12:00 p.m. PDT to discuss NAV breakdown and upcoming catalysts.