Victory Ventures Arranges Financing
TSX VENTURE EXCHANGE: VVN FRANKFURT: VV0 October 28, 2015
Victory Ventures Arranges Financing
Victory Ventures Inc. (the “Company”) announces that, subject to regulatory approval, it intends to carry out a non‐brokered private placement (the "offering") of approximately 5,000,000 Units (the "Units") at a price of $0.03 per Unit to raise gross proceeds of approximately $150,000. The Company has been granted an exemption by the TSX Venture Exchange regarding the minimum pricing policy. Each Unit consists of one common share and one share purchase warrant, entitling the holder to acquire an additional common share at $0.05 per share for a one year period. If aggregate subscriptions for Units under the offering exceed the maximum number of Shares to be sold, the Company may increase the size of the offering or subscriptions will be allocated pro rata amongst all subscribers qualifying under all available exemptions.
The offering is open, subject to certain limitations discussed below, to existing shareholders of the Company who, as of the close of business on October 28, 2015 held common shares of the Company (and who continue to hold common shares of the Company at the time of closing) pursuant to the prospectus exemption set out in Multilateral CSA Notice 45‐313 and the various corresponding blanket orders and rules of participating jurisdictions (the existing shareholder exemption is not available in Ontario or Newfoundland and Labrador). The total acquisition cost to a subscriber under the existing shareholder exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. There is a minimum subscription amount of $1,500.
Any existing shareholders interested in participating in the offering should contact the Company.
In addition to using the existing shareholder exemption, the offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors and family members, and close friends and business associates of directors and officers of the Company.
The proceeds of the offering will be used for general corporate purposes. Assuming that the entire $150,000 offering is completed, the use of proceeds will be as follows:
2015 audit, accounting and annual meeting $ 18,500 TSXV 2016 sustaining fees 5,500 Annual transfer agent fees 7,000 To meet and maintain property obligations 45,000 General working capital 74,000
Total: $150,000
Although the Company intends to use the proceeds of the offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations and ‐ 2 ‐
unforeseen events or opportunities. If the offering is not fully subscribed, the Company will apply the proceeds of the offering to the above uses in priority and in such proportions as management of the Company determines is in the best interest of the Company.
All Shares issued pursuant to the offering will be subject to a four‐month hold period. A 10% cash finder’s fee, as well as a 10% broker warrant, may be paid to eligible finders with respect to any portion of the offering that is not subscribed for by existing shareholders.
On behalf of the Board of Directors: For more information please contact:
Tel: (604) 377‐8994
“Howard Milne” Email: [email protected]
President Website: www.victoryventures.ca
Victory Ventures Inc. is a Canadian‐based junior mining exploration company focused on the procurement, exploration and development of precious metal properties in North America. The Company’s shares are listed and posted for trading on the TSX Venture Exchange under the symbol "VVN" and on the Frankfurt Exchange under the symbol “VV0”.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISSEMINATION IN THE UNITED STATES