- Announced that further to its news release dated March 29, 2021, its portfolio company Fantasy 360 Technologies Inc. d/b/a Immersive Tech proposes to increase the size of its previously announced non-brokered private placement of subscription receipts of Immersive from $1.5 million due to strong investor demand.
- Each Subscription Receipt will be sold at a price of $0.35 and be 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
VANCOUVER, British Columbia, April 01, 2021 — Victory Square Technologies Inc. (“ Victory Square ”) (CSE:VST) (OTC:VSQTF) (FWB:6F6) is pleased to announce that further to its news release dated March 29, 2021, its portfolio company Fantasy 360 Technologies Inc. d/b/a Immersive Tech (“ Immersive ”) proposes to increase the size of its previously announced non-brokered private placement (the “ SR Offering ”) of subscription receipts of Immersive (“ Subscription Receipts ”) from $1.5 million due to strong investor demand. Each Subscription Receipt will be sold at a price of $0.35 and be 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 ”).
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. The Immersive Shares comprising the SR Units and underlying the SR Warrants will be subject to a contractual lock-up with 25% released from contractual lock-up on the date of conversion of the Subscription Receipts and 75% released 4 months thereafter.
Source: https://agoracom.com/ir/VictorySquareTechnologies/forums/discussion/topics/758410-victory-square-technologies-inc-portfolio-company-immersive-announces-upsizing-of-its-previously-announced-private-placement-due-to-strong-investor/messages/2310649#message
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