The Securities Have Not Been and Will Not Be Registered Under the United States
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY 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. THIS NEWS
RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.
FOR IMMEDIATE RELEASE TSX Venture Exchange: VIC.P
VICTORY CAPITAL ENTERS INTO LETTER OF INTENT TO COMPLETE
QUALIFYING TRANSACTION WITH ACAPULCO GOLD CORPORATION
November 25, 2020 – Toronto, Ontario – Victory Capital Corp. (“ Victory”) is pleased to
announce that it has entered into a letter of intent dated November 24, 2020 (the “ LOI”) with
Acapulco Gold Corporation (“ Acapulco”) pursuant to which Victory proposes to acquire all of
the issued and outstanding securities of Acapulco in exchange for the issuance of securities of
Victory, which will result in Acapulco becoming a wholly-owned subsidia ry of Victory (the
“Acapulco Transaction”). The Acapulco Transaction, assu ming the completion of the Private
Placement (as defined below), will result in a re verse take-over of Victory where the existing
shareholders of Acapulco will own a majority of the outstanding common shares of Victory (the
“Victory Common Shares ”) and Victory will be renamed to s u c h n a m e a s d e t e r m i n e d b y
Acapulco (the “Resulting Issuer”). Upon completion of the Acapulco Transaction, it is anticipated
that the Resulting Issuer will be a Tier 2 - Mining Issuer.
Trading in the Victory Common Shares has been halted and will remain halted until such time as
all required documentation in connection with the Acapulco Transaction has been filed with and
accepted by the TSXV and permission to resume trading has been obtained from the TSXV.
Summary of the Proposed Qualifying Transaction
The LOI contemplates that Victory and Acapul co will negotiate and enter into a definitive
agreement in respect of the Acapulco Transaction on or before December 30, 2020 (the “Definitive
Agreement”), pursuant to which it is anticipated that Victory will acquire all of the issued and
outstanding securities of Acapulco at an exchange ratio to be determined in accordance with the
Definitive Agreement, resulting in the reverse takeover of Victory by Acapulco. The Acapulco
Transaction will be structured as a share exchan ge, plan of arrangement, amalgamation or other
form of business combination based on the advice of the parties’ respective advisors and taking
into account various securities, tax, operating and other considerations.
Victory is a capital pool company and intends that the Acapulco Tr ansaction will constitute its
“Qualifying Transaction” under th e policies of the TSXV. The A capulco Transaction will not
constitute a non-arm’s length Qualifying Transaction or a related party transaction pursuant to the
policies of the TSXV.
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Bridge Loan
Subsequent to the execution of the LOI and the approval of the TSXV, Victory will provide
Acapulco with a bridge loan in the amount of up to $100,000 (the “ Loan”) for working capital
purposes, of which $25,000 may be immediately advanced to Acapulco pursuant section 8.5(b) of
Policy 2.4 of the policies of the TSXV.
Concurrent Financing
In conjunction with the Acapulco Transaction, Acapulco intends to complete a concurrent private
placement (the “Private Placement”) for aggregate gross proceeds of a minimum of $2,000,000
up to a maximum of $3,000,000, through the offering of se curities of Acapulco to be sold at an
issue price to be determined in the context of the market. Acapulco intends to use the net proceeds
from the Private Placement for expenditures for the further advancement of its mining properties
and general corporate purposes.
Significant Conditions to Closing
The completion of the Acapulco Transaction will be subject to a number of conditions precedent,
including but not limited to satisfactory due d iligence review, negotiation and execution of the
Definitive Agreement and accompanying transaction documents, approval by the boards of
directors of each of Victory and Acapulco, a pproval of the shareholders of Acapulco (if
applicable), obtaining necessary third party approvals, TSXV acceptance and closing of the Private
Placement for gross proceeds of not less than $2,000,000. There can be no assurance that the
Acapulco Transaction or the Private Placement will be completed as proposed, or at all.
It is anticipated that subsequent to entering in to the Definitive Agreement, Victory will issue a
further press release which will be additional information in accordance with the requirements of
Policy 2.4
Sponsorship
Sponsorship of a Qualifying Transaction is re quired by the TSXV unless a waiver from the
sponsorship requirement is obtaine d. Victory intends to apply for a waiver from sponsorship for
the Acapulco Transaction. There is no assurance that a waiver from this requirement will be
obtained.
About Acapulco
Acapulco Gold Corp, and its wholly owned Mexico subsidiary 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 vo lcanogenic 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 (see
https://www.minaurum.com/news/2013/minaurum-receives-report-from-dr-james-franklin-on-
the-santa-marta-vms-project/ ). The Oaxacan VMS belt is similar to the geology of other deposits
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in Mexico such as Campo Morado mine (Guerrero) and San Nicholas (Zacatecas), and is reported
by expert Dr. Jim Franklin as having characteris tics similar to the world-class Noranda camp of
Canada.
The El Rescate gold project lies adjacent to a currently producing high-grade vein/intrusive breccia
gold mine in the state of Puebla where recen t mapping has identified 900 meters of undrilled
surface veining similar in nature and mineralogy that currently being mined.
About Victory Ventures 1 Corp.
Victory is a capital pool company created pursuant to the policies of th e TSXV. It does not own
any assets, other than cash or cash equivalents and its rights under the LOI. 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 TSXV so as to complete a Qualifying Transaction in accordance with the
policies of the TSXV.
Forward-Looking Statements Disclaimer
Certain information in this press release ma y contain forward-looking statements. This
information is based on current expectations that are subject to significant risks and uncertainties
that are difficult to predict. Ac tual results might differ material ly from results suggested in any
forward-looking statements. Victory assumes no obligation to update the forward-looking
statements, or to update the reas ons why actual results could diff er from those reflected in the
forward looking-statements unless and until requir ed by securities laws applicable to Victory.
Additional information identifying risks and uncertain ties is contained in fil ings by Victory with
the Canadian securities regulators, which filings are available at www.sedar.com.
Completion of the Acapulco Transaction is subject to a number of conditions, including but not
limited to, TSXV acceptance and if applicable purs uant to TSXV requirements, majority of the
minority shareholder approval. Where applicable, the transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in
connection with the Acapulco Transaction, any info rmation released or received with respect to
the transaction may not be accurate or comple te and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Acapul co Transaction and has
neither approved nor disapproved the contents of this press release.
The Victory Common Shares will re main halted until such time as permission to resume trading
has been obtained from the TSXV. Victory is a reporting issuer in Al berta, British Columbia,
Saskatchewan, and Ontario.
For more information about Victory, please contact Raj Dewan, Director, at (416) 865-7878.