TORONTO, July 9, 2018 /CNW/ - Victory Capital Corp.
("Victory") (TSXV: VIC.P) is pleased to announce that it has
entered into a letter of intent dated July
6, 2018 with Gravitas Ilium Corporation ("GIC"), a
corporation existing under the laws of the Province of Ontario (the "Agreement"), to complete a going
public transaction for GIC (the "Proposed Transaction"). Gravitas
Financial Inc. (CSE:GFI) currently owns 46.1% of the common shares
of GIC. Victory intends that the Proposed Transaction will
constitute its "Qualifying Transaction" under Policy 2.4 -
Capital Pool Companies of the TSX Venture Exchange (the
"TSXV"). For convenience, Victory, as it will exist after
completion of the Proposed Transaction, is sometimes referred to
herein as the "Resulting Issuer". The Proposed Transaction will not
be a Non-Arm's Length Qualifying Transaction as such term is
defined under TSXV policies.
Information Concerning GIC
GIC provides a regulated and licensed financial services
platform developed to serve the wealth management and investment
banking needs of entrepreneurs with an initial focus on those in
the Chinese Canadian community. GIC currently has two primary
operating subsidiaries:
- 2242257 Ontario Inc. ("2242"): GIC owns approximately 55% of
2242 which owns 95% of Gravitas Securities Inc. ("GSI") and 100% of
Gravitas Capital International Inc. ("GCII"). GSI is an IIROC
investment dealer and wealth manager with offices in Toronto and Vancouver. GSI is focussed on investment
banking and private client wealth management and has $400 million of private client capital and more
than 20 financial advisors. GCII is a U.S. broker-dealer
specializing in public and private equity and debt offerings, and
M&A advisory. GCII is a FINRA member and a member of the
SIPC.
- foreGrowth Inc. ("foreGrowth"): GIC owns 96% of foreGrowth
which focuses on designing institutional quality investment
products for high-net-worth retail investors. In partnership with
GSI, which acts as the portfolio manager and/or investment fund
manager of the foreGrowth investment products, foreGrowth launched
one fund in 2016 and five funds in 2017 which to date have raised,
in aggregate, over $28 million.
Information Concerning Victory
Victory is a capital pool company governed by the policies of
the TSXV. The principal business of Victory is the identification
and evaluation of assets or businesses with a view to completing a
Qualifying Transaction.
Trading in the common shares of Victory has been halted. It is
unlikely that the common shares of Victory will resume trading
until the Proposed Transaction is completed and approved by the
TSXV.
Information Regarding the Proposed Transaction
For the purposes of the Proposed Transaction, Victory will be
valued at $0.30 per share, based on
5,088,750 common shares of Victory ("Victory Shares") issued and
outstanding, and GIC, as it is currently constituted, will be
valued based on the lesser of: (a) the post-money valuation implied
by a financing raising gross proceeds from majority arm's-length
investors of not less than $3 million
(the "Financing"); and (b) $30,000,000. The Agreement is to be superseded by
a definitive agreement in respect of the Proposed Transaction to be
entered into on or before September 7,
2018 (or such other date as may be mutually agreed in
writing between GIC and Victory). The transaction is subject to
requisite regulatory approvals, including the approval of the TSXV,
the Ontario Securities Commission, the Investment Industry
Regulatory Organization of Canada
and other applicable authorities. The legal structure for the
Proposed Transaction will be confirmed after the parties have
considered all applicable tax, securities law and accounting
efficiencies.
A comprehensive press release with further particulars relating
to the Proposed Transaction, including the Financing, and the
Resulting Issuer will follow in accordance with the policies of the
TSXV.
Completion of the Proposed Transaction is subject to a number
of conditions including, but not limited to: completion of
satisfactory due diligence; completion of a financing resulting in
sufficient gross proceeds such that the Resulting Issuer shall
satisfy the working capital requirements of the TSXV; execution of
a definitive agreement in respect of the Proposed Transaction;
receipt of regulatory approvals; acceptance of the Proposed
Transaction as Victory's Qualifying Transaction by the TSXV;
receipt of approval for the listing of the common shares of the
Resulting Issuer; shareholders of GIC approving the Proposed
Transaction and such other matters necessary to complete the
Proposed Transaction; shareholders of Victory approving certain
matters ancillary to the Proposed Transaction subject to the
completion of the Proposed Transaction. Where applicable, the
Proposed Transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the Proposed
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Proposed Transaction, any information
released or received with respect to the Proposed Transaction may
not be accurate or complete and should not be relied upon. Trading
in securities of a capital pool company should be considered highly
speculative.
The TSXV has in no way passed upon the merits of the Proposed
Transaction and has neither approved nor disapproved the contents
of this press release. Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this press
release.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY
JURISDICTION, NOR SHALL THERE BE ANY OFFER, SALE, OR SOLICITATION
OF SECURITIES IN ANY STATE IN THE UNITED
STATES IN WHICH SUCH OFFER, SALE, OR SOLICITATION WOULD BE
UNLAWFUL.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT
BE OFFERED OR SOLD IN THE UNITED
STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT.
Notice on forward-looking statements:
This release includes forward-looking information within the
meaning of Canadian securities laws regarding Victory, GIC and
their respective subsidiaries and businesses, which may include,
but are not limited to, statements with respect to the completion
of the Proposed Transaction and the Financing, the terms on which
the Proposed Transaction and Financing are intended to be
completed, the ability to obtain regulatory and shareholder
approvals and other factors. Such statements are based on the
current expectations and views of future events of the management
of each entity, and are based on assumptions and subject to risks
and uncertainties. Although the management of each entity believes
that the assumptions underlying these statements are reasonable,
they may prove to be incorrect. The forward-looking events and
circumstances discussed in this release, including completion of
the Proposed Transaction and Financing (and the proposed terms upon
which the Proposed Transaction and Financing are proposed to be
completed), may not occur and could differ materially as a result
of known and unknown risk factors and uncertainties affecting the
companies, including market conditions, economic factors,
management's ability to manage and to operate the business of the
Resulting Issuer and the equity markets generally.
Although Victory and GIC have attempted to identify important
factors that could cause actual actions, events or results to
differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events
or results to differ from those anticipated, estimated or intended.
Accordingly, readers should not place undue reliance on any
forward-looking statements or information. No forward-looking
statement can be guaranteed. Except as required by applicable
securities laws, forward-looking statements speak only as of the
date on which they are made and neither Victory nor GIC undertake
any obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events,
or otherwise.
SOURCE Victory Capital Corp.