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TORONTO, April 4,
2022 /CNW/ - Victory Capital Corp. (TSXV: VIC.P)
("Victory" or the "Company"), a capital pool company
listed on the TSX Venture Exchange (the "Exchange"), and
Acapulco Gold Corp. ("Acapulco") are pleased to announce that
the Exchange has conditionally approved the proposed business
combination (the "Proposed Transaction") between
Acapulco and the Company as
previously announced in the Company's press releases dated
November 25, 2020, February 8, 2021, August
6, 2021, October 14, 2021,
November 9, 2021, December 9, 2021, and January 25, 2022. The Proposed Transaction
remains subject to the final approval of the Exchange and
satisfaction of closing conditions customary for transactions of
this nature. The Company, upon and subject to completion of the
Proposed Transaction (the "Resulting Issuer"), will continue
under the name "Vortex Metals Inc." and trade on the Exchange under
the symbol "VMS". The Proposed Transaction is expected to close on
or about April 22, 2022. The Company
and Acapulco have entered into an
amending agreement extending the outside date for completion of the
Proposed Transaction to July 31,
2022.
The Company has filed a filing statement today that is dated
effective March 31, 2022 (the
"Filing Statement") with the Exchange and on the Company's
SEDAR profile at www.sedar.com. Additional information in respect
of the Proposed Transaction, the Company and Acapulco can be found in the Filing
Statement.
In accordance with the policies of the Exchange, the Company's
common shares are currently halted from trading and will remain so
until such time as required by Exchange policies.
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.
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.
ON BEHALF OF THE BOARD OF DIRECTORS:
Zelong (Roger) He
Chief Executive Officer
Email: roger.he@ppse.me
Neither 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 release.
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 Proposed Transaction
will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
Filing Statement 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 the securities of a capital pool
company should be considered highly speculative.
The 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.
All information contained in this news release with respect
to Victory and Acapulco was
supplied by the parties, respectively, for inclusion herein, and
Victory and its directors and officers have relied on Acapulco for any information concerning such
party.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell 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.
Forward-Looking Information
The information in this news release includes certain
information and statements about management's view of future
events, expectations, plans and prospects that constitute forward
looking statements, including statements relating to the completion
of the Proposed Transaction, the proposed business of the Resulting
Issuer on completion of the Proposed Transaction, the closing date
of the Proposed Transaction, the proposed listing for trading of
the Resulting Issuer common shares, shareholder, director and
regulatory approvals, and future press releases and disclosure.
These statements are based upon assumptions that are subject to
significant risks and uncertainties. Because of these risks and
uncertainties and as a result of a variety of factors, the actual
results, expectations, achievements or performance of each of
Victory and Acapulco may differ
materially from those anticipated and indicated by these forward
looking statements. Although each of Victory and Acapulco believes that the expectations
reflected in forward looking statements herein are reasonable, they
can give no assurances that the expectations of any forward looking
statements herein will prove to be correct. Except as required by
law, each of Victory and Acapulco
disclaims any intention and assume no obligation to update or
revise any forward looking statements herein to reflect actual
results, whether as a result of new information, future events,
changes in assumptions, changes in factors affecting such forward
looking statements or otherwise.
SOURCE Victory Capital Corp.