Victory Square Technologies : Notice of Availability of Proxy Materials for Victory Square Technologies Inc. Annual Meeting

Notice of Availability of Proxy Materials

for

Victory Square Technologies Inc. Annual Meeting

Meeting Date and Time: August 18, 2023, 11:00a.m. PDT

Location: Vancouver, B.C.

Please be advised that the proxy materials for the above noted securityholder meeting are available for viewing and downloading online. This document provides an overview of these materials, but you are reminded to access and review the information circular and other proxy materials available online prior to voting. These materials are available at:

https://victorysquare.com/

OR

www.sedar.com

Obtaining Paper Copies of the Proxy Materials

Securityholders may request to receive paper copies of the proxy materials related to the above referenced meeting by mail at no cost. Requests for paper copies must be received at least 7 business days prior to Wednesday, August 16, 2023, in order to receive the paper copy in advance of the meeting. Shareholders may request to receive a paper copy of the Materials for up to one year from the date the Materials were filed on www.sedar.com.

For more information regarding notice-and-access or to obtain a paper copy of the Materials you may contact our transfer agent, Odyssey Trust Company, via www.odysseycontact.comor by phone at 1-888-290-1175(toll-free within North America) or 1-587-885-0960 (direct from outside North America).

Notice of Meeting

The resolutions to be voted on at the meeting, described in detail in the Management Information Circular, are as follows:

1. to receive the audited consolidated financial statements of the Company for the financial year ended December 31, 2022, together with the report of the auditor thereon;
2. to fix the number of directors at four (4);
3. to elect four (4) directors for the ensuing year;
4. to appoint MNP LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix the auditor's remuneration; and
5. to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Voting

To vote your securities, please refer to the instructions on the enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by Wednesday, August 16th, 2023 at 11:00 a.m. (Pacific Time).

Stratification

The Issuer is providing paper copies of its Management Information Circular only to those registered shareholders and beneficial shareholders that have previously requested to receive paper materials.

Annual Financial Statements

The Issuer is providing paper copies or emailing electronic copies of its annual financial statements to registered shareholders and beneficial shareholders that have opted to receive annual financial statements and have indicated a preference for either delivery method.