/NOT FOR DISTRIBUTION TO UNITED
STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY OF THE SECURITIES IN THE UNITED
STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR
ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO U.S.
PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN
OFFER OR SALE OF SECURITIES IN THE UNITED
STATES./
TSX Venture Exchange: VIC.P
TORONTO, Nov. 25, 2020 /CNW/ - Victory Capital Corp.
("Victory") is pleased to announce that it has entered into
a letter of intent dated November 24,
2020 (the "LOI") with Acapulco Gold Corporation
("Acapulco") pursuant to
which Victory proposes to acquire all of the issued and outstanding
securities of Acapulco in exchange
for the issuance of securities of Victory, which will result in
Acapulco becoming a wholly-owned
subsidiary of Victory (the "Acapulco Transaction"). The
Acapulco Transaction, assuming the completion of the Private
Placement (as defined below), will result in a reverse take-over of
Victory where the existing shareholders of Acapulco will own a majority of the
outstanding common shares of Victory (the "Victory Common
Shares") and Victory will be renamed to such name as determined
by Acapulco (the "Resulting
Issuer"). Upon completion of the Acapulco Transaction, it is
anticipated that the Resulting Issuer will be a Tier 2 - Mining
Issuer.
Trading in the Victory Common Shares has been halted and will
remain halted until such time as all required documentation in
connection with the Acapulco Transaction has been filed with and
accepted by the TSXV and permission to resume trading has been
obtained from the TSXV.
Summary of the Proposed Qualifying Transaction
The LOI contemplates that Victory and Acapulco will negotiate and enter into a
definitive agreement in respect of the Acapulco Transaction on or
before December 30, 2020 (the
"Definitive Agreement"), pursuant to which it is anticipated
that Victory will acquire all of the issued and outstanding
securities of Acapulco at an
exchange ratio to be determined in accordance with the Definitive
Agreement, resulting in the reverse takeover of Victory by
Acapulco. The Acapulco Transaction
will be structured as a share exchange, plan of arrangement,
amalgamation or other form of business combination based on the
advice of the parties' respective advisors and taking into account
various securities, tax, operating and other considerations.
Victory is a capital pool company and intends that the Acapulco
Transaction will constitute its "Qualifying Transaction" under the
policies of the TSXV. The Acapulco Transaction will not constitute
a non-arm's length Qualifying Transaction or a related party
transaction pursuant to the policies of the TSXV.
Bridge Loan
Subsequent to the execution of the LOI and the approval of the
TSXV, Victory will provide Acapulco with a bridge loan in the amount of
up to $100,000 (the "Loan")
for working capital purposes, of which $25,000 may be immediately advanced to
Acapulco pursuant section 8.5(b)
of Policy 2.4 of the policies of the TSXV.
Concurrent Financing
In conjunction with the Acapulco Transaction, Acapulco intends to complete a concurrent
private placement (the "Private Placement") for aggregate
gross proceeds of a minimum of $2,000,000 up to a maximum of $3,000,000, through the offering of securities of
Acapulco to be sold at an issue
price to be determined in the context of the market. Acapulco intends to use the net proceeds from
the Private Placement for expenditures for the further advancement
of its mining properties and general corporate purposes.
Significant Conditions to Closing
The completion of the Acapulco Transaction will be subject to a
number of conditions precedent, including but not limited to
satisfactory due diligence review, negotiation and execution of the
Definitive Agreement and accompanying transaction documents,
approval by the boards of directors of each of Victory and
Acapulco, approval of the
shareholders of Acapulco (if
applicable), obtaining necessary third party approvals, TSXV
acceptance and closing of the Private Placement for gross proceeds
of not less than $2,000,000. There
can be no assurance that the Acapulco Transaction or the Private
Placement will be completed as proposed, or at all.
It is anticipated that subsequent to entering into the
Definitive Agreement, Victory will issue a further press release
which will be additional information in accordance with the
requirements of Policy 2.4
Sponsorship
Sponsorship of a Qualifying Transaction is required by the TSXV
unless a waiver from the sponsorship requirement is obtained.
Victory intends to apply for a waiver from sponsorship for the
Acapulco Transaction. There is no assurance that a waiver from this
requirement will be obtained.
About Acapulco
Acapulco Gold Corp, and its wholly owned Mexico subsidiary Minera Acagold S.A. de C.V.,
is a private corporation which has entered into an agreement for
100% interest in 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) in the state of Puebla. The
Oaxaca projects incorporate the
most highly prospective areas of high-grade copper mineralized
surface exposures ('gossans') and prominent gravity anomalies along
an emerging copper-gold VMS belt that includes Minaurum Gold's
Santa Marta project (see
https://www.minaurum.com/news/2013/minaurum-receives-report-from-dr-james-franklin-on-the-santa-marta-vms-project/
). The Oaxacan VMS belt is similar to the geology of other
deposits in Mexico such as
Campo Morado mine (Guerrero) and San Nicholas (Zacatecas), and is reported by expert Dr.
Jim Franklin as having
characteristics similar to the world-class Noranda camp of
Canada.
The El Rescate gold project lies adjacent to a currently
producing high-grade vein/intrusive breccia gold mine in the state
of Puebla where recent mapping has
identified 900 meters of undrilled surface veining similar in
nature and mineralogy that currently being mined.
About Victory Ventures 1 Corp.
Victory is a capital pool company created pursuant to the
policies of the TSXV. It does not own any assets, other than cash
or cash equivalents and its rights under the LOI. 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 TSXV so as to complete a
Qualifying Transaction in accordance with the policies of the
TSXV.
Forward-Looking Statements Disclaimer
Certain information in this press release may contain
forward-looking statements. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. Victory assumes no obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to Victory. Additional information identifying risks and
uncertainties is contained in filings by Victory with the Canadian
securities regulators, which filings are available at
www.sedar.com.
Completion of the Acapulco Transaction is subject to a number
of conditions, including but not limited to, TSXV acceptance and if
applicable pursuant to TSXV requirements, majority of the minority
shareholder approval. Where applicable, the transaction cannot
close until the required shareholder approval is obtained. There
can be no assurance that the transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
filing statement to be prepared in connection with the Acapulco
Transaction, any information released or received with respect to
the transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company
should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed
Acapulco Transaction and has neither approved nor disapproved the
contents of this press release.
The Victory Common Shares will remain halted until such time
as permission to resume trading has been obtained from the TSXV.
Victory is a reporting issuer in Alberta, British
Columbia, Saskatchewan, and
Ontario.
SOURCE Victory Capital Corp.