/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Nov. 8, 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 provide an update further to its previous press
releases dated February 8, 2021,
August 6, 2021, and October 14, 2021, on the proposed
reverse-takeover transaction of Acapulco Gold Corp.
("Acapulco") by Victory
(the "Proposed Transaction"), which will result in
Acapulco becoming a wholly-owned
subsidiary of Victory (after completion of the Proposed
Transaction, the "Resulting Issuer"). The Proposed
Transaction will constitute the completion of Victory's Qualifying
Transaction (as such term is defined in CPC Policy of the
Exchange)
Updated Acapulco Financial Information
Acapulco has completed its
audited financial statements for the years ended December 31,
2020 and 2019 and its unaudited financial statements for the six
months ended June 30, 2021 in
accordance with international financial reporting standards (IFRS)
(collectively, the "Financial Statements"). A summary of the
Financial Statements is provided below:
|
June
30, 2021 Unaudited
|
December 31,
2020 Audited
|
December
31, 2019 Audited
|
Cash and Cash
Equivalents
|
$8,030
|
$15,171
|
$85,842
|
Total
Assets
|
$10,684
|
$16,480
|
$86,617
|
Total
Liabilities
|
$223,374
|
$193,495
|
$129,586
|
Shareholder
Equity/(deficiency)
|
$(212,690)
|
$(177,015)
|
$(129,586)
|
Total
Income
|
$Nil
|
$7,327
|
$7,327
|
Total
Expenses
|
$35,675
|
$141,373
|
$56,676
|
Loss and
comprehensive
loss
|
$35,675
|
$134,046
|
$43,071
|
Insiders of the Resulting Issuer
Further to the press release dated February 8, 2021, additional members of the
senior management team of the Resulting Issuer are anticipated to
include:
Roger He,
Vancouver, British Columbia, Chief
Financial Officer of the Resulting Issuer
Roger He is a finance and
accounting professional with a MSC in finance from Simon Fraser University, BC, Canada. His background includes over 10 years'
experience in diverse areas of assurance, accounting, corporate
finance, capital market, and investing. He is a partner of GIC
Merchant bank and his experiences encompasses working in varieties
of finance and accounting senior executive roles. Mr. He has
extensive experiences to seek growth capital from oversea
institutions.
He currently serves on the board of numbers of public companies
and private companies. He is a CPA with practitioner license and a
member of CFA.
Sheryl Dhillon,
Richmond, British Columbia,
Corporate Secretary of the Resulting Issuer
Sheryl Dhillon is a highly
experienced corporate secretary with over fifteen years of
experience. She has extensive knowledge of corporate
governance, as well as strong management skills and excellent
corporate communications. Ms. Dhillon acts as Corporate Secretary
for several companies listed on Canadian stock exchanges.
Finder Fee
In connection with the completion of the Proposed Transaction,
the Resulting Issuer will issue 1,587,205 common shares of the
Resulting Issuer to certain arm's length parties pursuant to a
finder's fee payable in connection with the Proposed
Transaction.
Bridge Loan
Victory will provide Acapulco
an additional secured bridge loan in the aggregate amount of up to
$125,000 for working capital purposes
(the "Additional Bridge Loan"). This Additional Bridge Loan
is subject to the approval of the Exchange and is in addition to
the initial secured bridge loan extended by Victory to Acapulco in the amount of $100,000. The Additional Bridge Loan bears an
interest rate of 6% per annum and the outstanding principal plus
accrued interest shall be payable back on the earlier of: (i)
receipt of final approval of the Exchange for the Proposed
Transaction; and (ii) December 31,
2021.
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.
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.
Forward-Looking Statements Disclaimer and Reader Advisory
Not for dissemination in the United
States or for distribution to U.S. newswire services. The
securities offered have not been registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), or
any applicable state securities laws and may not be offered or sold
in the United States or to, or for
the account or benefit of, a person in the United States or a U.S. person (as defined
in Regulation S under the U.S. Securities Act) absent registration
under the U.S. Securities Act and any applicable state securities
laws, or compliance with an exemption therefrom. 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.
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 Proposed Transaction is subject to a number
of conditions, including but not limited to, Exchange acceptance
and if applicable pursuant to Exchange requirements, majority of
the minority shareholder approval. Where applicable, the Proposed
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
management information circular or filing statement to be prepared
in connection with the Proposed 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.
TSX Venture Exchange Inc. has in no way passed upon the
merits of the Proposed Transaction and has neither approved nor
disapproved the contents of this press release.
The common shares of Victory will remain halted until such
time as permission to resume trading has been obtained from the
Exchange. Victory is a reporting issuer in Alberta, British
Columbia, Saskatchewan, and
Ontario.
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.
SOURCE Victory Capital Corp.