Victory Announces Private Placements of up to an Aggregate of $2,000,000
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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
For Immediate Release
VICTORY ANNOUNCES PRIVATE PLACEMENTS OF UP TO AN AGGREGATE OF $2,000,000
VANCOUVER, BC, CANADA (February 6th , 2023) – Victory Battery Metals (CSE: VR) (FWB: VR6)
(OTC: VRCFF) (“Victory” or the “Company”) is pleased to announce a private placement financing of
up to 12,500,000 units of the Company (the " Units") at a price of $0. 08 per Unit for aggregate gross
proceeds of up to $1,000,000 ( the " Offering"), and a concurrent placement of flow through units for
additional gross proceeds of up to $1,000,000.
Each Unit will be comprised of one common share in the capital of the Company (a "Common Share") and
one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase
one additional Common Share at a price of $0.12 per Common Share for a period of two years following
the closing date of the Offering, subject to accelerated expiry as described herein. If, at any time, the closing
price of the Company's Common Shares is greater than $0.17 per Common Share for 10 consecutive days,
including days where there is no trading, the Company may provide written notice (a " Warrant
Acceleration Notice") to the holders that the expiry of the Warrants shall be accelerated to a date that is
not less than 30 days from the date of the Warrant Acceleration Notice.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument
45-106 – Prospectus Exemptions ("NI 45-106"), the Units (other than the Placement Units (as defined
below)) will be offered for sale to purchasers resident in Canada, except Quebec, and/or other qual ifying
jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45- 106 (the " Listed
Issuer Financing Exemption"). Because the Offering is being completed pursuant to the Listed Issuer
Financing Exemption, the securities issued in the Offering will not be subject to a hold period pursuant to
applicable Canadian securities laws.
There is an offering document related to the Offering that can be accessed under the Company's profile at
www.sedar.com and on the Company's website at www.victorybatterymetals.com . Prospective investors
should read this offering document before making an investment decision.
In addition to the Offering, the Company intends t o complete a concurrent private placement of up to
6,666,667 Units (the "Flow Through Units") to certain insiders and other purchasers pursuant to applicable
exemptions under NI 45- 106 for aggregate gross proceeds of up to $1,000,000 (the " Flow Through
Placement"). The Flow Through Units will be subject to a four month and one day hold period following the
Closing Date.
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Each Flow Through Unit consists of one Common Share and one FT warrant exercisable for 2 years at
$0.15.
If, at any time, the closing price of the Corporation’s Common Shares is greater than $0.20 per Common
Share for 10 consecutive days, including days where there is no trading, the Corporation may provide
written notice (a “Warrant Acceleration Notice”) to the holders that the expiry of the FT warrants shall be
accelerated to a date that is not less than 30 days from the date of the Warrant Acceleration Notice.
The Company intends to use net proceeds of the Offering for working capital requirements and other
general corporate purposes. The gross proceeds from the Flow Through Units will be used for exploration
expenses on the Company's mining projects as permitted under the Income Tax Act (Canada) to qualify as
Canadian Exploration Expenses.
The closing dates of the Offering and the Flow Through Placement are expected to occur on or about
February 20, 2023, or such later date or dates as the Company may determine, and are subject to certain
conditions including, but not limited to, the receipt of all necessary approvals, including approval from the
Canadian Securities Exchange. Completion of the Offering is not conditional upon the completion of the
Flow Thorough Placement or vice versa.
The securities of the Company have not been, and will not be, registered under the U.S. Securities Ac t of
1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or
sold in the United States absent registration or an available exemption from the registration requirements
of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced
in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For further information, please contact:
Mark Ireton, President
Telephone: +1 (236) 317 2822 or TOLL FREE 1 (855) 665-GOLD (4653)
E-mail: [email protected]
About Victory Battery Metals
VICTORY BATTERY METALS (CSE: VR) is a publicly traded diversified investment corporation with
mineral interests in North America. The Company is also actively seeking other exploration opportunities.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward Looking Statements
Certain information set forth in this news release may contain forward-looking statements that involve
substantial known and unknown risks and uncertainties. All statements other than statements of historical
fact are forward -looking statements, including, without limitation, statements regarding future financial
position, business strategy, use of proceeds, corporate vision, proposed acquisitions, partnerships, joint-
ventures and strategic alliances and co-operations, budgets, cost and plans and objectives of or involving
the Company. Such forward- looking information reflects management's current beliefs and is based on
information currently available to management. Often, but not always, forward- looking statements can be
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identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates",
"forecasts", "predicts", "intends", "targets", "aims", "anticipates" or "believes" or variations (including
negative variations) of such words and phrases or may be identified by statements to the effect that certain
actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. A number of
known and unknown risks, uncertainties and other factors may cause the actual results or performance to
materially differ from any future results or performance expressed or implied by the forward- looking
information. These forward-looking statements are subject to numerous risks and uncertainties, certain of
which are beyond the control of the Company including, but not limited to, the impact of general economic
conditions, industry conditions and dependence upon regulatory approvals. Readers are cautioned that the
assumptions used in the preparation of such information, although considered reasonable at the time of
preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-
looking statements. The Company does not assume any obligation to update or revise its forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by
securities laws.