Victory Square to buy back up to five million shares

Executive Summary

• Victory Square Technologies Inc. (VST) announces the commencement of a Normal Course Issuer Bid (NCIB) to purchase up to 5 million common shares (approx. 5% of outstanding) for cancellation, funded by cash on hand.
• The company settled $1.6 million in outstanding indebtedness plus accrued interest by converting strategic capital into 607,057 shares of Hydreight Technology Inc. at a 20% discount to market, leaving VST with no debt and a Hydreight holding valued at ~$122.3 million.
• Management highlights the achievement of 2025 priorities (narrowing discount to NAV, strengthening balance sheet) and announces an investor webinar on Oct. 2, 2025, to discuss NAV breakdown and catalysts.

Key Details

• NCIB Terms:
  • Maximum shares: 5,000,000 common shares.
  • Percentage of outstanding: Approximately 5%.
  • Commencement Date: September 24, 2025.
  • Expiration: September 23, 2026, or upon purchase of maximum shares.
  • Execution: Via Canadian Securities Exchange (CSE) and/or other permitted alternative trading systems at prevailing market prices.
  • Facilitator: BMO Nesbitt Burns Inc.
  • Financing: Cash on hand.
  • Disposition: All purchased shares will be cancelled.
• Debt Settlement & Hydreight Position:
  • Lender exercised 2022 option to convert capital into Hydreight shares at a 20% discount to market.
  • Conversion Price: ~$2.62 per share (based on Hydreight close of $3.30 on Sept 2, 2025).
  • Shares Transferred: 607,057 Hydreight shares.
  • Debt Settled: $1.6 million principal + $2,630 accrued interest.
  • Current Hydreight Holding: 25,326,124 shares.
  • Valuation of Holding: ~$122.3 million (based on Hydreight market close of $4.83 on Sept 22, 2025).
  • Debt Status: No debt outstanding.
• Strategic Context:
  • 2022 strategic capital was raised to fuel Hydreight and VSDH without diluting VST shareholders while stock traded below value.
  • Management cites three 2025 priorities: Increase share price/narrow NAV discount, strengthen balance sheet, and generate sustainable cash flow.
  • Portfolio includes Hydreight, Insu Therapeutics, Pawsible Ventures, Edge Total Intelligence, CoPilot AI, and Stardust Solar.
• Upcoming Events:
  • Investor Webinar: Thursday, October 2, 2025, 11:00 AM – 12:00 PM PDT.
  • Topics: Detailed NAV breakdown, catalysts, and live Q&A.

Notable Quotes

• "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." — Shafin Diamond Tejani, CEO