Victory Square Technologies Inc. is pleased to announce that its portfolio company Fantasy 360 Technologies Inc. d/b/a Immersive Tech (“Immersive”) has launched a non-brokered private placement of up to 4,285,714 subscription receipts of Immersive (“Subscription Receipts”) at a price of CAD$0.35 per Subscription Receipt for aggregate gross proceeds of up to CAD$1,500,000 (the “SR Offering”). The Subscription Receipts will be issued pursuant to and governed by a subscription receipt agreement to be entered between Immersive and an escrow agent to be appointed by Immersive on or prior to the closing date of the SR Offering (the “SR Agreement”). The proceeds of the SR Offering, minus 10% which will be immediately released to Immersive on closing of the SR Offering for the purposes of satisfying the Escrow Release Conditions (as defined below) and for working capital and general corporate purposes, will be deposited in escrow pursuant to the SR Agreement.
In accordance with the SR Agreement, each Subscription Receipt shall be automatically converted without any further action on the part of the holder thereof into one unit of Immersive (each, a “SR Unit”) upon the satisfaction of certain escrow release conditions (the “Escrow Release Conditions”) including the receipt of conditional approval by Immersive with respect to the listing of the common shares of Immersive (“Immersive Shares”) on the Canadian Securities Exchange (the “CSE”) and the receipt of a final prospectus of Immersive in the Province of British Columbia. If the Escrow Release Conditions are not satisfied by August 31, 2021, the proceeds of the SR Offering will be returned to the subscribers.
Each SR Unit will consist of one Immersive Share and one-half of one Immersive Share purchase warrant (each whole warrant, an “SR Warrant”). Each SR Warrant will entitle the holder thereof to purchase one additional Immersive Share at a price of CAD$0.52 for a period of 24 months following the completion of a going-public transaction by Immersive. Immersive may accelerate the expiry date of the SR Warrants to 30 days following Immersive issuing a news release accelerating the expiry date of the SR Warrants in the event the closing price of the Immersive Shares on the CSE or any equivalent exchange upon which the Immersive Shares trade is equal to or greater than $0.78 per Immersive Share for a period of ten (10) consecutive trading days.
Immersive intends to use the net proceeds from the SR Offering to finance acquisitions, organic growth investments and for general working capital purposes. Finder’s fees may be paid to eligible finders in accordance with the policies of the CSE consisting of a cash commission of up to 6% of the gross proceeds raised under the SR Offering and finder warrants (“Finder Warrants”) in an amount up to 6% of the number of Subscription Receipts sold pursuant to the SR Offering. Each Finder Warrant will have the same terms as the SR Warrants.
Closing of the SR Offering is subject to customary closing conditions including, but not limited to, receipt of any required regulatory approvals. The securities being offered under the private placement will be issued pursuant to available exemptions from the prospectus requirements under applicable securities laws and will be subject to a hold period that will expire four months and one day from the later of: (i) the date of issue, and (ii) the date on which Immersive becomes a reporting issuer in any jurisdiction in Canada.
For more information please contact Alexandros Tzilios at firstname.lastname@example.org.
As an industry leader in blending amusement park engineering and video game development, Immersive has established strong working relationships with top organizations including: Bayer Pharmaceuticals, Intel, Allegiant Airlines, Capital One, Scotia Bank, and the US Food and Drug Administration among others for brand activations at events including X-Games, Boston Hub Week among others. Over the past four years. Immersive has built highly sought after escape room experiences for some of the largest Family Entertainment groups globally including APEX Entertainment, and Kalahari Resorts. Immersive also operates the newly launched company “UNCONTAINED”, the world’s first COVID-safe free-roam AR/VR shipping container Location-Based Entertainment franchise. For more info view the company’s latest highlight reel video or visit www.ImmersiveTech.co
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
On behalf of the Board of Directors
“Shafin Diamond Tejani”
Director and Chief Executive Officer
Victory Square Technologies Inc.
For further information about Victory Square, please contact:
Contact – Edge Communications Group
Telephone: 604 283-9166
Media Relations Contact – Howard Blank, Director