Victory Square Technologies : Management Discussion and Analysis - Three and Nine months ended September 30, 2021

MANAGEMENT DISCUSSION AND ANALYSIS FOR VICTORY SQUARE TECHNOLOGIES INC.

Three and Nine months ended September 30, 2021

TABLE OF CONTENTS
This MD&A	3
Cautionary Statement Regarding Forward-Looking Statements	3
COVID-19 Pandemic	5
The Company	7
Key Transactions in 2020	16
Key Transactions in 2021	17
Summary of Quarterly Results	19
Selected Annual Information	20
Discussion of Operations	21
Liquidity	29
Capital Resources	30
Off-Balance Sheet Arrangements	30
Transactions Between Related Parties	30
Proposed Transactions	34
Critical Accounting Estimates	34
Changes in Accounting Policies including Initial Adoption	35
Financial Instruments and Other Instruments	35
Other Risks and Uncertainties	36
Disclosure of Internal Controls and Procedures	42
Information Available on SEDAR	42

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This MD&A

This management's discussion and analysis (this "MD&A") of the performance, financial condition, and results of operations of Victory Square Technologies Inc. ("Victory Square", "VST", the "Company", "we" and "our"), should be read in conjunction with the Company's audited annual consolidated financial statements and the related notes thereto for the twelve months ended December 31, 2020, and December 31, 2019 (the "2020 Financial Statements") and the Company's condensed consolidated interim financial statements for the three and nine months ended September 30, 2021 and 2020 (the "Q3 2021 Financial Statements"). The Company's reporting currency is the Canadian dollar and all dollar amounts in this MD&A are expressed in Canadian dollars, unless otherwise specified. Unless otherwise indicated, the information contained in this MD&A is as of November 29, 2021.

The financial information of the Company contained in this MD&A is derived from the 2020 Financial Statements and the Q3 2021 Financial Statements, which were prepared in accordance with International Accounting Standards using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. The accounting policies and methods of computation applied by the Company in the Q3 2021 Financial Statements are the same as those applied in the 2020 Financial Statements.

Additional information relating to the Company, including the Financial Statements, is available at www.sedar.com.

Cautionary Statement Regarding Forward-Looking Statements

Statements that are not reported financial results or other historical information are forward-looking statements or forward-looking information within the meaning of applicable securities laws (collectively, "forward-lookingstatements"). This MD&A includes forward-looking statements regarding the Company and its Investees (as defined herein) (collectively, the "Group") and the industries in which the Group operates, including statements about, among other things, expectations, beliefs, plans, future operations of the Group and origination of additional companies in which the Company holds an interest and acquisition opportunities for the Group, business and acquisition strategies, opportunities, objectives, prospects, assumptions, including those related to trends and prospects, and future events and performance. Sentences and phrases containing or modified by words such as "anticipate", "plan", "continue", "estimate", "intend", "expect", "may", "will", "project", "predict", "potential", "targets", "projects", "is designed to", "strategy", "should", "believe", "contemplate" and similar expressions, and the negative of such expressions, are not historical facts and are intended to identify forward-looking statements. Forward- looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Forward- looking statements should not be read as guarantees of future events, future performance or results, and will not necessarily be accurate indicators of the times at, or by which, such events, performance or results will be achieved, if achieved at all. Forward-looking statements are based on information available at the time and/or management's expectations with respect to future events that involve a number of risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. The factors described under the heading "Other Risks and Uncertainties", as well as any other cautionary language in this MD&A, provide examples of risks, uncertainties and events that may cause the Group's actual results to differ materially from the expectations it describes in its forward-looking statements. Readers should be aware that the occurrence of the events described in these risk factors and elsewhere in this MD&A could have an adverse effect on, among other things, the Group's business, prospects, operations, results of operations and financial condition.

Specific forward-looking statements contained in this MD&A may include, among others, statements, management's beliefs, expectations or intentions regarding the following:

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• timelines;
• strategic plans;
• the business and operations of the Group;
• the business, operations, strategies and expectations of the Group;
• the volatility of the novel coronavirus ("COVID-19") outbreak as a global pandemic;
• the Group's reliance on key management personnel, advisors and consultants;
• the continuation of the Company as a going concern;
• the impacts of changes in the legal and regulatory environment in which the Company operates;
• the Group's business objectives and discussion of trends affecting the business of the Group;
• the funds available to the Group and the principal purposes of those funds;
• anticipated revenues and cash flows from operations and funding requirements of the Group;
• capital, operating and general expenditures;
• expectations regarding the ability to raise capital;
• anticipated revenues to be realized by the Group from future contracts;
• treatment under governmental regulatory regimes and expectations with respect to regulatory approvals; and
• other forward-looking statements including, but not limited to, information concerning the intentions, plans and future actions of the Group.

Forward-looking statements are based on reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such information is made available. Forward-looking statements are inherently subject to known and unknown risks and uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Group to be materially different from those expressed or implied by such forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended, including the factors and risks described or referred to elsewhere herein, as well as unanticipated and/or unusual events. Many of such factors are beyond the Company's ability to predict or control. Risks and uncertainties that may affect forward-looking statements include, but are not limited to, those which relate to the following:

• the limited operating history of members of the Group, including the Company;
• the current lack of profitability of members of the Group, including the Company;
• the need to obtain additional financing and uncertainty as to the availability and terms of future financing;
• the ability to acquire funds necessary for general working capital and continuing operations;
• reliance on sale of equity or investments to access funds required;
• the possibility that opportunities will arise that require more cash than the Group has or can reasonably obtain;
• uncertainties associated with business opportunities that may be presented to, or pursued by the Group;
• parameters and assumptions underlying future investments and acquisitions;
• risks relating to investments in equity securities;
• the possibility that the Group will be unable to dispose of illiquid securities;
• risks that the asset classes held in the Group's equity portfolio will underperform the market;
• risks associated with investments in blockchain, healthcare, gaming and other technologies;
• risk the Company's portfolio is too concentrated and not sufficiently diversified;
• risks associated with investments in the technology sector;
• risks associated with investments in small and mid-capitalization companies;
• the Group's operations, investment strategies and profitability may be adversely affected by competition from other similar entities;
• uncertainties related to early stage of technology and product development;
• uncertainties related to regulatory regimes and laws;
• dependence on key personnel;
• fluctuations in the currency markets and stock market volatility;

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• going concern considerations;
• conflicts of interest;
• changes in the regulatory environment;
• competition for, among other things, capital, acquisitions, equipment and skilled personnel;
• operating or technical difficulties in connection with business activities;
• the possibility of cost overruns or unanticipated expenses; and
• the other factors discussed under the heading "Other Risks and Uncertainties".

Readers are cautioned that the foregoing list of forward-looking statements should not be construed as being exhaustive.

In making the forward-looking statements in this MD&A, the Company has made assumptions regarding general economic conditions, the impact of the COVID-19 pandemic on the Group and its operations, strength of relationships with Investees, regulatory oversight and such other risks or factors described in this MD&A and from time to time in public disclosure documents of the Group that are filed with securities regulatory authorities.

The Company notes that the dynamic nature of the COVID-19 pandemic and any associated or resulting events and circumstances mean that management can offer no assurance such forward-looking statements will occur or be accurate in the circumstances. Accordingly, readers should not place undue reliance on forward-looking statements, which speaks only to opinions, estimates and assumptions as of the date made. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement and are made as at the date of this MD&A. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. If the Company does update one or more forward-looking statements, it is not obligated to, and no inference should be drawn that it will, make additional updates with respect thereto or with respect to other forward-looking statements.

COVID-19 Pandemic

Governments worldwide have enacted emergency measures to combat the spread of COVID-19. These measures, which include the implementation of travel bans, closing of non-essential businesses, self- imposed quarantine periods and social distancing, have caused significant volatility in global equity markets and material disruption to businesses globally resulting in an economic slowdown. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions.

The full economic and social impact of the spread of COVID-19 is unknown but has caused many operating businesses to reduce or suspend operations thereby reducing operating cash flows. While the deterioration in economic conditions and reduction in valuations for some businesses may result in acquisition opportunities for the Company, COVID-19 may present challenges for the Company and the Investees and may make it more difficult for the Company to obtain future financings, expand operations in international markets, including Brazil and the United States, and capitalize on physical deliverables such as in-person immersive experiences or location-based escape rooms. Further challenges could include delayed due diligence on target companies due to travel restrictions or obtaining onsite access to target companies' facilities or physical books and records due to lockdown measures. Additionally, any target business that the Company identifies that has been required to reduce or suspend business operations for a period of time due to COVID-19 may be subject to increased business, employment, operating and financial risks.

The COVID-19 pandemic has also led to higher valuations for certain businesses that have shown to be resilient to the impacts of COVID-19 or which, in some cases, have benefited from the COVID-19 pandemic. To the extent that the Company seeks to make investments in these businesses, it may be required to pay a higher purchase price or may face increased competition from other investors looking to acquire such businesses.

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