Victory Metals Closes Reverse Take-over Transaction to Acquire 100% of the Iron Point Vanadium Project, Nevada
VICTORY METALS INC.
NEWS RELEASE
VICTORY METALS CLOSES REVERSE TAKE-OVER TRANSACTION TO ACQUIRE 100% OF THE IRON POINT VANADIUM
PROJECT, NEVADA
Vancouver, BC, Canada – January 31, 2019– Victory Metals Inc., formerly known as Ripper Oil And Gas Inc. (“Victory
Metals” or the “Company”) (TSX-V: VMX) is pleased to announce the completion of the reverse take-over (the
“Transaction”) previously announced on October 19, 2018. Pursuant to the Transaction, the Company issued an
aggregate of 41,837,681 post-Consolidation (defined below) common shares to Casino Gold Corp. (“Casino Gold”), on its
acquisition of Brownstone Ventures (US) Inc (“Brownstone”). Brownstone owns the Iron Point Vanadium Project, and is
now a wholly-owned subsidiary of Victory Metals. On closing of the Transaction, the Company changed its name from
Ripper Oil And Gas Inc. (“Ripper”) to Victory Metals Inc. The common shares of Victory Metals (the “Shares”) are
expected to commence trading on the TSX Venture Exchange under the symbol “VMX”, CUSIP 926460106 on or around
February 8, 2019. For further information on the Transaction, please see the Company’s Filing Statement dated January
28, 2019, which is available on SEDAR.
Paul Matysek, Executive Chairman of Victory states: “We are very excited to bring this new North American centered
vanadium company public with an outstanding Nevada vanadium asset, well financed with a strong and experienced
management team to aggressively advance the project. At Iron Point, historic and recent drilling indicates widespread
sediment hosted vanadium mineralization over a large footprint, at least 4 km north-south and 1 km east-west. Iron
Point has a very advantageous location being proximal to Winnemucca with abundant infrastructure including a
powerline, railway and interstate.”
“Victory has initiated a drill program concentrated on a roughly circular area central to this footprint approximately 1000
meters in diameter. Drill results will be reported as they are received, analyzed and approved for dissemination by our
QP.”
Financing
On completion of the Transaction, the previously issued 17,000,000 subscription receipts of Ripper (the “Subscription
Receipts”), which were issued at a price of $0.35 per Subscription Receipt, were converted into 17,000,000 post-
Consolidation Shares for no additional consideration (the “ Financing”). The Shares issued on conversion of the
Subscription Receipts have a hold period expiring on April 13, 2019. In connection with the Financing, the Company
issued 514,942 post-Consolidation Shares to certain finders who introduced subscribers to the financing. The Shares
issued to the finders have a hold period expiring June 1, 2019.
The gross proceeds of $5,950,000 will be used to fund the Company’s proposed exploration program on the Company’s
Iron Point Vanadium Project and for general working capital purposes.
Iron Point Vanadium Project
Iron Point was initially evaluated for vanadium by the Standard Slag Company in 1962. It was then subject to a
combination of core and reverse circulation drilling by Newmont for vanadium in 1966, which suggested an extensive
area of mineralization. In 1996, Aur Resources conducted a drill program, primarily targeting gold mineralization, but
also assaying for vanadium. Drill results revealed a roughly circular mineralized zone approximately 1000 meters in
diameter that generally coincides with Newmont's prior drill targets. Vanadium values extend down from surface to a
depth of approximately 200 meters.
Aur Resources' drill core and pulps were preserved and re-analyzed by Casino Gold in August 2018 using a more rigorous
sample digestion procedure that verified Aur's original assay results but also indicated that the Aur assay work may have
underestimated the vanadium grades.
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In August 2018, Casino Gold sampled a number of historical trenches that had exposed mineralization over a 230-meter
length. Casino's best sample line returned 0.858% V205 over 29 meters of continuous cut, with individual samples
ranging from 0.3086% to 1.5017% V205. Vanadium mineralization at Iron Point is hosted in the Vinini Formation, which
is exposed on the property over a strike length of 4,500 meters. Potential exists for substantially expanding upon the
area of historic mineralization tested by Newmont and Aur Resources. All samples are analyzed for vanadium by
American Assay Labs out of Sparks, Nevada, using their ICP-5A035 multi-element geochemical package, which involves a
five-acid digestion (HNO3, HF, HCIO4, HCI, H3BO3) of a 0.5g split and ICP-OES finish. The detection limit for vanadium is
1ppm, while the upper limit is 10,000ppm. American Assay Labs is accredited by the International Accreditation Service.
The above extraction data has been confirmed by the Company and its Qualified Person under National Instrument 43-
101.
Casino Gold retains a 1% NSR on the Iron Point Vanadium Project, with Victory Metals maintaining a right of first refusal
on the repurchase of the NSR. Further information on the Iron Point Vanadium Project is available in the Company’s
geological report prepared in accordance with National Instrument 43-101, which is available on SEDAR.
Board and Management
The Board of Directors and management team of the Company have been reconstituted to include the following
individuals:
Paul Matysek – Executive Chairman and Director
Paul Matysek is a serial entrepreneur, geochemist and geologist with over 30 years of experience in the mining industry.
Since 2004 as CEO or Chairman, Mr. Matysek has primarily focused on the exploration, development and sale of five
publicly listed companies, in aggregate worth over $2 billion. Most recently, he was Executive Chairman of Lithium X
Energy Corp. which was sold to Nextview New Energy Lion Hong Kong Limited for $265 million in cash. Mr. Matysek was
President and CEO of Goldrock Mines Corp., which sold to Fortuna Silver Mines in July, 2016. He was previously CEO of
Lithium One, which merged with Galaxy Resources of Australia to create a multi-billion integrated lithium company. He
served as CEO of Potash One, which was acquired by K+S Ag for $434-million cash in a friendly takeover in 2011. Mr.
Matysek was also the co-founder and CEO of Energy Metals Corp., a uranium company that grew from a market
capitalization of $10 million to approximately $1.8 billion when sold in 2007.
Collin Kettell – Director and CEO
Collin Kettell is a private investor with a successful investment background in the mining sector. Mr. Kettell is also
Chairman and co-founder of Goldspot Discoveries Inc. (TSX-V:SPOT) an Ontario based technology company that is the
leader in machine learning and artificial intelligence as it pertains to the resource exploration business. Goldspot
Discoveries is backed by major mining companies, including Hoschild Mining, and Mr. Eric Sprott. Additionally, Mr.
Kettell is a co-founder and Director of New Found Gold Corp., a gold focused exploration company moving towards a go-
public transaction.
Bassam Moubarak – CFO and Corporate Secretary
Bassam Moubarak is a Chartered Professional Accountant with expertise in corporate finance, financing, corporate
reporting, financial processes, and risk management. Mr. Moubarak has held senior executive positions for various
mining companies for over the past 10 years, including most recently Lithium X Energy Corp., where he played a key role
in its sale to Nextview for $265 million. Mr. Moubarak was also CFO of Goldrock Mines Corp. where he played a key role
in its sale to Fortuna Silver Mines Inc. for $180 million, and was CFO of Petaquilla Minerals Ltd. where he was
instrumental in helping the company raise over $120 million to develop and bring into production the Molejon Gold
Mine. Mr. Moubarak also played a key role in the sale of Petaquilla Copper Ltd. to Inmet Mining Corporation for $400
million and negotiated the sale of Golden Arrow Resources Corporation’s 1% net smelter royalty on Gualcamayo Gold
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Mine to Premier Royalty Inc. for $17.75 million. Mr. Moubarak previously held the position of senior manager with
Deloitte & Touche LLP, where he led audits of public companies and oversaw SOX 404 implementations with specific
emphasis on the mining industry.
Craig Roberts, P.Eng. – Director
Craig Roberts is a mining engineer with over 30 years of operations, consulting and investment banking experience. This
includes preparation of feasibility studies for numerous mining projects worldwide, investment banking/due diligence
roles in over 200 institutional equity financings, and significant experience advising management and boards on both
friendly and hostile transactions. Mr. Roberts is currently the interim President and CEO of Ethos Gold Corp. Mr.
Roberts has a degree in Mining Engineering from the University of British Columbia and an M.Phil. in Management
Studies from Oxford University.
The Company wishes to thank Scott Ackerman, Doug McFaul and Brent Ackerman, who have resigned as directors and
officers of the Company, for their past services.
Share Capital
In connection with closing of the Transaction, the Company completed a consolidation of its issued and outstanding
Shares on a one and one-half for one basis (the “Consolidation”). On closing of the Transaction, the Company issued
5,000,000 post-Consolidation Shares in settlement of $1,000,000 that was advanced by certain lenders directly to
Brownstone, for mutually agreed upon exploration work on the Iron Point Vanadium Project, prior to closing of the
Transaction (the “Brownstone Loans”), and paid a finder’s fee of 2,434,741 post-Consolidation Shares to a finder in
connection with the Transaction. These securities are subject to a hold period expiring June 1, 2019.
Following completion of the Transaction, the Company has a total of 84,717,800 post-Consolidation Shares issued and
outstanding, including an aggregate of 43,471,014 post-Consolidation Shares, issued to Casino Gold, the Board of
Directors and management, not including those issued in connection with the Financing, which are subject to escrow
and will be released over 36 months from the resumption of trading. An additional 4,500,000 post-Consolidation
Shares, issued on conversion of the Brownstone Loans, are subject to additional pooling restrictions. On closing of the
Transaction, the Company also granted 8,400,000 stock options to directors, officers, employees and consultants of the
Company, exercisable at a price of $0.35 per Share, with expiry dates ranging from two to five years.
As a result of the Transaction, Casino Gold has ownership and direction or control over 41,837,681 Shares, representing
49.38% of the issued and outstanding Shares. Neither the Company nor, to the knowledge of the Company after
reasonable inquiry, Casino Gold, have knowledge of any material information concerning the Company or its securities
which has not been generally disclosed.
The Company has been advised that the securities were acquired by Casino Gold for investment purposes and Casino
Gold has no present intention to acquire further securities of the Company, although Casino Gold may, in the future,
acquire or dispose of securities of the Company through the market or otherwise, as circumstances or market conditions
warrant.
To obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation, please go to
the Company’s profile of SEDAR.
The scientific and technical information in this news release has been reviewed and approved by Calvin R. Herron,
P.Geo., who is a Qualified Person as defined by National Instrument 43-101.
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About Victory Metals
Victory owns 100% interest in the Iron Point Vanadium Project in Humboldt County, Nevada. The Project is located 22km
east of the Town of Winnemuca within a few kilometers of Interstate 80, has electric power running through the
property, and a railroad on the northern boundary of the property. The company is well financed to aggressively
advance exploration and feasibility study work. Victory has a proven capital markets and mining team led by Executive
Chairman Paul Matysek.
For more information, contact Collin Kettell at [email protected] or (301) 744-8744.
On Behalf of the Board of Directors of
VICTORY METALS INC.
Paul Matysek
Executive Chairman and Director
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 release.
Forward-Looking Information
Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in
nature are intended to be, and are hereby identified as, “forward‐looking statements”. Forward‐looking statements may be identified by words
including “anticipates”, “believes”, “intends”, “estimates”, “expects” and similar expressions. The Company cautions readers that forward‐looking
statements, including without limitation those relating to the Company’s future operations and business prospects, are subject to certain risks and
uncertainties that could cause actual results to differ materially from those indicated in the forward‐looking statements.