VIC.P Victory Capital Corp

TSX VENTURE EXCHANGE: VIC.P

TORONTO, Aug. 6, 2021 /CNW/ - Victory Capital Corp. ("Victory" or the "Company") is pleased to announce  that further to its news releases dated February 8, 2021, the Company intends to complete a non-brokered private placement  (the "Victory Private Placement") through the issuance of subscription receipts of the Company (the "Victory Subscription Receipts"), concurrent with its previously announced Qualifying Transaction (as such term is defined in Policy 2.4 – Capital Pool Companies of the Corporate Finance Manual ("Policy 2.4") of the TSX Venture Exchange (the "Exchange")) with Acapulco Gold Corp. ("Acapulco"). The Victory Private Placement will take place concurrently with the non-brokered private placement of Acapulco (the "Acapulco Private Placement", and collectively with the Victory Private Placement, the "Private Placement") of the issuance of subscription receipts of Acapulco (the "Acapulco Subscription Receipts" and collectively, with the Victory Subscription Receipts, the "Subscription Receipts") to collectively raise aggregate gross proceeds of a minimum of $2,500,000 and up to a maximum of $3,500,000 at a price of $0.20 per Subscription Receipt. The Company anticipates raising a minimum of $5,000 through the issuance of 25,000 Victory Subscription Receipts up to a maximum of $1,000,000 through the issuance of 5,000,000 Victory Subscription Receipts pursuant to the Victory Private Placement. Each Victory Subscription Receipt shall be convertible into one common share in the capital of the Company (each, a "Common Share") for no additional consideration or further action by the holder thereof, upon the satisfaction of the escrow release conditions pursuant to a subscription receipt agreement to be entered into by Victory, Acapulco, and a subscription receipt agent.

The offering of the Victory Subscription Receipts through the  Victory Private Placement will only be available to existing shareholders of the Company under OSC Rule 45-501 Ontario Prospectus and Registration Exemptions ("OSC Rule 45-501" ) and other provincial equivalents (collectively, the "Existing Shareholder Exemption"). The Existing Shareholder Exemption is available to shareholders of the Company residing in all Canadian provinces, as available under the Existing Shareholder Exemption.

Shareholders of record of the Company as at July 28, 2021 (the "Record Date") are eligible to participate under the Existing Shareholder Exemption. To rely upon the Existing Shareholder Exemption, the subscriber must: (a) have been a shareholder of the Company on the Record Date and continue to hold Common Shares of the Company until the date of closing of the Victory Private Placement; (b) be purchasing the Victory Subscription Receipts as a principal for their own account and not for any other party; and (c) may not subscribe for more than $15,000 of securities from the Company in any 12 month period unless they have first received advice from a registered investment dealer regarding the suitability of the investment. Existing shareholders interested in participating in the Victory Private Placement should consult their investment advisor or the Company directly.

The Company and Acapulco anticipate that the Victory Private Placement will close on or around August 30, 2021, or on such other date as the parties may decide.

Where subscriptions received exceed the maximum gross proceeds under Victory Private Placement, subscriptions will be accepted at the discretion of the Company such that it is possible that a subscription received from an investor may not be accepted by the Company if the Private Placement is over-subscribed.

The Company intends to use the proceeds from the Victory Private Placement to fund exploration on two drill-ready high-potential copper-gold volcanogenic massive sulfide (VMS) properties (Riqueza Marina and Zaachila) in the state of Oaxaca, and a third high-potential gold property (El Rescate) (collectively, the "Acapulco Property"), and for general working capital purposes upon completion of its proposed Qualifying Transaction with Acapulco as follows:

In accordance with the requirements of the Existing Shareholder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed. The Victory Private Placement may be closed in one or more tranches as subscriptions are received. In connection with the Victory Private Placement and in accordance with the policies of the Exchange, the Company will: (i) pay certain finders a cash fee equal to 8.0% of the gross proceeds raised under the Victory Private Placement through subscriptions introduced by such finders to the Company (the "Cash Fee"), and (ii) issue Common Share purchase warrants equal to 8.0% of the number of Victory Subscription Receipts subscribed to by purchasers introduced to the Company by such finders (the "Finder's Warrants"). Each Finder Warrant will be exercisable into one Common Share at a price of $0.20 per Common Share and will expire 24 months from the closing date of the Company's Qualifying Transaction. The Cash Commission and Finder's Warrants will be held in escrow pending the completion of the Company's Qualifying Transaction.

Closing of the Victory Private Placement is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Exchange.  All securities issued in connection with the Victory Private Placement will be subject to statutory hold periods in accordance with applicable securities legislation. The securities offered have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold absent registration or compliance with an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.

Existing shareholders of the Company are directed to contact the Company for further information concerning purchasing the Victory Subscription Receipts pursuant to the Existing Shareholder Exemption, as follows:

Contact Person: Raj Dewan, Director
Telephone: 416-865-7878
Email: raj.dewan@mcmillan.ca

On behalf of the Board of Directors

Victory Capital Corp.

"Roger He"
Chief Executive Officer

About Victory Capital Corp.

Victory is a capital pool company created pursuant to the policies of the Exchange. It does not own any assets, other than cash or cash equivalents and its rights under the Merger Agreement. The principal business of Victory is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a Qualifying Transaction in accordance with the policies of the Exchange.

Forward-Looking Information

This news release contains certain forward-looking statements within the meaning of Canadian securities laws, including statements regarding the Victory Private Placement; the anticipated completion of the Qualifying Transaction; and the availability of capital for Victory and Acapulco to execute its strategy going forward. Forward-looking statements are based on estimates and assumptions made by Victory in light of its experience and perception of current and expected future developments, as well as other factors that Victory believes are appropriate in the circumstances. Many factors could cause Victory's results, performance or achievements to differ materially from those expressed or implied by the forward looking statements, including: discrepancies between actual and estimated results from exploration and development and operating risks, dependence on early exploration stage concessions; uninsurable risks; competition; regulatory restrictions, including environmental regulatory restrictions and liability; currency fluctuations; defective title to mineral claims or property and dependence on key employees. Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

The forward-looking information contained in this news release represents the expectations of the company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable securities legislation.

TSX Venture Exchange Inc. has in no way passed upon the merits of the Private Placement and has neither approved nor disapproved the contents of this press release.

SOURCE Victory Capital Corp.