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TORONTO, December 9, 2021 / CNW / – Victory Capital Corp. (TSXV: VIC.P) (the “Society” Where “Victory“), a start-up capital company (“CPC“) in accordance with policy 2.4 (the”CPC Policy“) of the TSX Venture Exchange (the”Exchange“), is pleased to announce that following its announcements on August 6, 2021 and October 14, 2021, Acapulco Gold Corp. (“Acapulco“) closed two additional tranches of its non-intermediary private placement (the”Private Placement Acapulco“) subscription receipts (the”Acapulco subscription receipts“) for a total gross product of approximately $ 940,000 by issuing 4,700,000 subscription receipts from Acapulco at a price of $ 0.20 by subscription receipt from Acapulco.

In connection with the issuance of the 4,700,000 subscription receipts from Acapulco and the completion of the proposed transaction (as defined herein), Acapulco agreed to pay a global research fee of $ 75,200 and to issue common share purchase warrants to purchase 376,000 shares of the resulting issuer (as defined herein) at a price of $ 0.20 per share of the resulting issuer for a period of 24 months from the closing date of the respective tranches of the Acapulco private placement, to certain qualified discoverers.

The Acapulco Private Placement was completed in connection with the Qualifying Transaction previously announced (as such term is defined in CPC Policy) (the “Offers Transaction“) between the Company and Acapulco whereby following a statutory merger between Acapulco and 1287878 B.VS. Ltd., the merged entity will become a wholly owned subsidiary of the Company (upon completion of the Proposed Transaction, the Company referred to as “Resulting emitter“).

Upon closing of the proposed transaction, each subscription receipt from Acapulco will automatically be exchanged for one common share of Acapulco (a “Acapulco common share“), and thereafter each common share of Acapulco will automatically be exchanged for one common share of the capital of the resulting issuer (a”Share of the resulting issuerFor the avoidance of doubt, each Acapulco Subscription Receipt will result in the issuance of one resulting Issuer Share.

The resulting issuer expects that the proceeds of Acapulco’s private placement will be used to finance exploration of two drilling-ready high potential copper-gold volcanogenic massive sulphide (VMS) properties (Riquera 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 a total of 305,325 stock options (the “Options“) to certain directors of the Company to purchase 305,325 ordinary shares in the capital of the Company (the”Victory actions“) in accordance with the Company’s stock option plan. The options may be exercised at an exercise price of $ 0.20 by Action Victory for a period of five (5) years from the grant date. The Company has also extended the expiration date of the 101,775 options currently outstanding by December 8, 2022 at December 8, 2027. All Options granted will vest immediately.

Caution

Completion of the proposed transaction is subject to a number of conditions, including, without limitation, obtaining all required regulatory approvals (including Exchange approval), approval of certain questions by shareholders of Acapulco and Victory (if applicable) and other customary conditions for transactions of this nature. If so, the Proposed Transaction cannot be concluded until the required approvals have been obtained. There can be no assurance that the proposed transaction will be completed as offered or at all.

Investors are cautioned that, except as disclosed in the Continuous Information Document containing full, true and clear disclosure regarding the proposed transaction, which must be filed with the securities regulatory authorities having jurisdiction over the In the affairs of the Company, any information disclosed or received with respect to the Offered Transaction may not be accurate or complete and should not be relied upon. Trading in Victory securities on the Exchange, if resumed prior to the completion of the proposed transaction, should be considered highly speculative.

About Acapulco Gold Corp.

Acapulco Gold Corp, and its wholly owned subsidiary Mexico the subsidiary Empresa Minera Acagold, SA de CV, is a private company which has entered into an agreement for a 100% stake in two properties of volcanogenic massive sulphides (VMS) with high copper and gold potential ready for drilling (Riquera Marina and Zaachila) In the state of Oaxaca, and a third high potential gold property (El Rescate) in the state of Puebla. the Oaxaca the projects incorporate the most promising areas of high-grade copper mineralized surface exposures (“iron caps”) and significant gravity anomalies along an emerging copper-gold VMS belt that includes Minaurum Gold Santa Marta project.

All information contained in this press release concerning Acapulco is the sole responsibility of Acapulco. Victory management has not independently reviewed this disclosure and Victory management has not engaged any third party consultants or contractors to verify this information.

About Victory Capital Corp.

Victory is a private equity firm created in accordance with the policies of the Bourse. It does not hold any assets other than cash or cash equivalents and its rights under the merger agreement for the Proposed Transaction. Victory’s main activity is to identify and assess opportunities to acquire an interest in assets or businesses and, once identified and assessed, to negotiate an acquisition or participation subject to acceptance by the Bourse in order to complete a qualifying transaction in accordance with the policies of the Bourse.

ON BEHALF OF THE BOARD OF DIRECTORS:

Zelong (Roger) He
Chief Executive Officer
Email: [email protected]

Forward-looking information disclaimer

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the current expectations of Victory. 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 variations thereof or comparable terminology are intended to identify forward-looking statements and information. Forward-looking statements and information contained in this press release include information relating to the proposed transaction, the intended use of the proceeds of the private placement, the closing of the proposed transaction and the obtaining of approvals for the closing of the proposed transaction. These statements and information reflect the current opinion of Victory. Risks and uncertainties that could cause actual results to differ materially from those envisaged in these forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance or achievements, or other future events, to be materially different from results, performance. or future achievements expressed or implied by these forward-looking statements. These factors include, but are not limited to, the following risks: there can be no assurance that Victory and Acapulco obtain all required approvals for the proposed transaction or meet all conditions and obligations required to complete the proposed transaction, including exchange approval (which may be conditional on changes to the terms of the proposed transaction). There are a number of important factors that could cause victory, Acapulco and the actual results of the resulting issuer differ materially from those indicated or implied by forward-looking statements and information. These factors include, among others: currency fluctuations; Victory’s limited business history; disruptions or changes in the credit or securities markets; disruption of the results of operating activities and development of projects Acapulco; unforeseen costs and expenses; and general market and industry conditions.

Victory cautions that the foregoing list of important factors is not exhaustive. When relying on Victory’s forward-looking statements and information in making decisions, investors and others should carefully consider the above factors as well as other uncertainties and potential events. Victory has assumed that the important factors mentioned in the preceding paragraph will not cause these 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 these assumptions will reflect the actual result 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 ATTACH ANY IMPORTANCE TO FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY ON SUCH INFORMATION AT ANY OTHER DATE. ALTHOUGH VICTORY MAY CHOOSE, SHE DOES NOT COMMIT TO UPDATING THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

This press release does not constitute an offer to sell the securities in the United States. The securities have not been registered under the US Securities Act of 1933, as amended, and may not be offered or sold in United States the absence of registration or an exemption from registration. This press release does not constitute to offer to sell or the solicitation of an offer to buy and there will be no sale of securities in any State in which such offer, solicitation or sale would be illegal.

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.

Cision

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