Victory Square to buy back up to five million shares

Mr. Shafin Tejani reports VICTORY SQUARE TECHNOLOGIES TO LAUNCH SHARE BUYBACK (NCIB) AS BALANCE SHEET CLEARS; ANNOUNCES NAV-FOCUSED INVESTOR WEBINAR Victory Square Technologies Inc. intends to commence a normal course issuer bid. Under the NCIB, Victory Square may purchase for cancellation up to five million common shares, representing approximately 5 per cent of its issued and outstanding common shares. The NCIB will commence on Sept. 24, 2025, and remain in effect until the earlier of Sept. 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 Canadian Securities Exchange 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 co-ordinate and facilitate purchases under the NCIB. All shares purchased under the NCIB will be cancelled upon purchase. The company will finance 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 initial public offering, Victory Square raised strategic capital to finance infrastructure fuelling Hydreight and VSDH. Rather than dilute shareholders while Victory Square's stock was trading below value, management focused on strengthening its core intellectual property 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-per-cent discount to market. On Sept. 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 $1.6-million, together with accrued interest of $2,630. This financing decision, made in 2022, was a strategic move that fuelled Hydreight's rapid growth and created significant long-term value for Victory Square shareholders. Following this settlement, Victory Square now holds approximately 25,326,124 Hydreight shares valued at approximately $122.3-million based on the Sept. 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 net asset value; Strengthen the balance sheet; Generate sustainable cash flow (under way). 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, chief executive officer 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 approximately $122.3-million at the Sept. 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, artificial intelligence, 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 net asset value. Coming investor webinar -- NAV breakdown and catalysts Victory Square will host an investor webinar on Thursday, Oct. 2, 2025, from 11 a.m. to 12 p.m. PDT. Management will provide a detailed NAV breakdown of the company's portfolio, highlight coming catalysts, and address investor questions through a live question-and-answer period. 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 multiyear commitments. A diverse portfolio of 25-plus 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, machine learning, blockchain/Web3, virtual and augmented reality, gaming, and climate technology; Owner-operated (approximately 15-per-cent management ownership). Business model The Victory Square business model is to buy, build and invest in early-stage tech companies. The company spends upward of 48 months with those companies until they are ready to spin off or stand on their own. There are unique elements to its business model: The company has unparalleled access to start-ups through its internal incubator and international network with over 250-plus founders, investors, tech accelerators and venture capital firms from more than 60 countries. Second, its management team and advisers are actively involved in its investments from incubation through monetization, providing them with financial, operational and strategic support to scale globally. The company drives value by monetizing investments and reinvesting the gains in new innovations. The strategy was to build a self-sustaining business. Victory Square is a publicly traded company headquartered in Vancouver, Canada, and listed on the Canadian Securities Exchange (VST), the Frankfurt exchange (6F6) and the OTC Pink (VSQTF). We seek Safe Harbor.