/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Dec. 9, 2021 /CNW/ - Victory Capital Corp.
(TSXV: VIC.P) (the "Company" or "Victory"), a capital
pool company ("CPC") pursuant to Policy 2.4 (the "CPC
Policy") of the TSX Venture Exchange (the "Exchange"),
is pleased to announce that further to its announcements on
August 6, 2021 and October 14, 2021, Acapulco Gold Corp.
("Acapulco") has closed two
additional tranches of its non-brokered private placement (the
"Acapulco Private Placement") of subscription receipts (the
"Acapulco Subscription Receipts") for an aggregate gross
proceeds of approximately $940,000
through the issuance of 4,700,000 Acapulco Subscription Receipts at
a price of $0.20 per Acapulco
Subscription Receipt.
In connection with the issuance of the 4,700,000 Acapulco
Subscription Receipts, and upon completion of the Proposed
Transaction (as defined herein), Acapulco agreed to pay an aggregate finder
fees of $75,200 and to issue common
share purchase warrants to purchase 376,000 Resulting Issuer Shares
(as defined herein) at a price of $0.20 per Resulting Issuer Share for a period of
24 months from the closing date of the respective tranches of the
Acapulco Private Placement, to certain qualified finders.
The Acapulco Private Placement was undertaken in connection with
the previously announced Qualifying Transaction (as such term is
defined in CPC Policy) (the "Proposed Transaction")
between the Company and Acapulco
whereby upon completion of a statutory merger between Acapulco and 1287878
B.C. Ltd., the amalgamated entity will become a wholly-owned
subsidiary of the Company (upon completion of the Proposed
Transaction, the Company referred to as the "Resulting
Issuer").
Upon the closing of the Proposed Transaction, each Acapulco
Subscription Receipt will be automatically exchanged for one common
share of Acapulco (a "Acapulco
Common Share"), and subsequently each Acapulco Common Share
will be automatically exchanged for one common share in the capital
of the Resulting Issuer (a "Resulting Issuer Share"). For
avoidance of doubt, each Acapulco Subscription Receipt will result
in the issuance of one Resulting Issuer Share.
The Resulting Issuer anticipates that the proceeds of the
Acapulco Private Placement will be used to fund the 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), and for general working
capital purposes upon completion of the Proposed Transaction.
STOCK OPTION GRANTS
The Company announces that it has granted an aggregate of
305,325 stock options (the "Options") to certain directors
of the Company to purchase 305,325 common shares in the capital of
the Company (the "Victory Shares") pursuant to the Company's
stock option plan. The Options are exercisable at an exercise price
of $0.20 per Victory Share for a
period of five (5) years from the date of grant. The Company has
also extended the maturity date of the currently outstanding
101,775 Options from December 8, 2022
to December 8, 2027. All the Options
granted shall vest immediately.
Cautionary Note
Completion of the Proposed Transaction is subject to a number of
conditions including, without limitation, the receipt of all
requisite regulatory approvals (including the approval of the
Exchange), the approval of certain matters by the shareholders of
Acapulco and Victory (as
applicable) and other conditions that are customary for
transactions of this nature. Where applicable, the Proposed
Transaction cannot close until the required approvals have been
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
continuous disclosure document containing full, true and plain
disclosure regarding the Proposed Transaction, required to be filed
with the securities regulatory authorities having jurisdiction over
the affairs of the Company, any information released or received
with respect to the Proposed Transaction may not be accurate or
complete and should not be relied upon. The trading in the
securities of Victory on the Exchange, if reinstated prior to
completion of the Proposed Transaction, should be considered highly
speculative.
About Acapulco Gold Corp.
Acapulco Gold Corp, and its wholly owned Mexico subsidiary Empresa 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.
All information in this Press Release relating to
Acapulco is the sole
responsibility of Acapulco.
Management of Victory has not independently reviewed this
disclosure nor has Victory's management hired any third party
consultants or contractors to verify such information.
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
for the Proposed Transaction. 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.
ON BEHALF OF THE BOARD OF DIRECTORS:
Zelong (Roger) He
Chief Executive Officer
Email: roger.he@ppse.me
Disclaimer for Forward-Looking
Information
This press release contains forward-looking statements and
information that are based on the beliefs of management and reflect
Victory's current expectations. When used in this press release,
the words "estimate", "project", "belief", "anticipate", "intend",
"expect", "plan", "predict", "may" or "should" and the negative of
these words or such variations thereon or comparable terminology
are intended to identify forward-looking statements and
information. The forward-looking statements and information in this
press release include information relating to the Proposed
Transaction, the anticipated use of proceeds from the Private
Placement, the closing of the Proposed Transaction, and receiving
approvals for the closing of the Proposed Transaction. Such
statements and information reflect the current view of Victory.
Risks and uncertainties that may cause actual results to differ
materially from those contemplated in those forward-looking
statements and information.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or other future
events, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
following risks: there is no assurance that Victory and
Acapulco will obtain all requisite
approvals for the Proposed Transaction or fulfill all the
conditions and obligations required for the completion of the
Proposed Transaction, including the approval of the Exchange (which
may be conditional upon amendments to the terms of the Proposed
Transaction). There are a number of important factors that could
cause Victory's, Acapulco's and
the Resulting Issuer's actual results to differ materially from
those indicated or implied by forward-looking statements and
information. Such factors include, among others: currency
fluctuations; limited business history of Victory; disruptions or
changes in the credit or security markets; disruption of results of
operation activities and development of projects of Acapulco; unanticipated costs and expenses;
and general market and industry conditions.
Victory cautions that the foregoing list of material factors
is not exhaustive. When relying on Victory's forward-looking
statements and information to make decisions, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Victory has assumed that the
material factors referred to in the previous paragraph will not
cause such forward-looking statements and information to differ
materially from actual results or events. However, the list of
these factors is not exhaustive and is subject to change and there
can be no assurance that such assumptions will reflect the actual
outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS
RELEASE REPRESENTS THE EXPECTATIONS OF VICTORY AS OF THE DATE OF
THIS PRESS 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 VICTORY MAY ELECT TO, IT
DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR
TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE
LAWS.
This press release is not an offer of the securities for sale
in the United States. The securities have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United
States absent registration or an exemption from
registration. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any state in which such
offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this press release.
SOURCE Victory Capital Corp.