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 (TH E "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.
VORTEX METALS INC. (FORMERLY, VICTORY CAPITAL CORP.) ANNOUNCES FINAL
EXCHANGE BULLETIN AND COMMENCEMENT OF TRADING
TORONTO, Ontario, May 9, 2022 – Vortex Metals Inc. (formerly, Victory Capital Corp. (“Victory”))
(TSXV: VMS) (the “Company” or the “Resulting Issuer”) is pleased to announce that the TSX Venture
Exchange (the “ TSXV”) has published its final exchange bulletin in connection with the Company’s
previously announced qualifying transaction (the “ Qualifying Transaction ”) resulting in the reverse
takeover of the Company by Acapulco Gold Corp . (“Acapulco”), a private company incorporated under
the laws of the Province of British Columbia . For additional information regarding the Qualifying
Transaction, see the Company’s news release dated April 27, 2022 and the filing statement of the Company
dated March 31, 2022 (the “Filing Statement”), a copy of which is available under the Company’s profile
on SEDAR at www.sedar.com.
Trading in the Company’s common shares (“RI Common Shares”) on the TSXV is expected to commence
at market open on May 10, 2022.
Early Warning Report
The transaction that triggered the requirement to file the below enumerated report was the Qualifying
Transaction, as more fully described in the Filing Statement filed on the Company’s SEDAR profile. The
early warning report dated May 9, 2022 described below was filed under the Company’s profile on SEDAR
at www.sedar.com.
Paradex Inc.
Pursuant to the terms of the Qualifying Transaction, Paradex Inc. (“Paradex”) with an address for service
at 4545 E Coronado Ridge Ln, acquired 9,545,444 RI Common Shares on April 27, 2022, in exchange for
securities of Acapulco previously held by Paradex on the same basis as all other prior security holders of
Acapulco.
As a result of the Qualifying Transaction and in connection with the exchange of Acapulco securities for
securities of the Company, Paradex acquired direct and indirect ownership and control of 9,545,444 RI
Common Shares, representing approximately 15.89% of the issued and outstanding RI Common Shares on
a non-fully diluted basis as of the date of the closing of the Qualifying Transaction. Prior to the Qualifying
Transaction, neither Paradex nor any joint actor had ownership or control of any securities of the Company.
The RI Common Shares acquired by Paradex were issued from treasury pursuant to the Qualifying
Transaction for deemed consideration per RI Common Share of $ 0.20, for an aggregate deemed
consideration paid of approximately C$1,909,089.
Paradex holds the RI Common Shares for investment purposes and does not have any current intentions to
increase or decrease his beneficial ownership or control or direction over any additional securities of t he
Company. As disclosed in the Filing Statement, the RI Common Shares held by Paradex (the “Escrowed
Securities”) are subject to a value security escrow agreement in accordance with Policy 5.4 – Escrow,
Vendor Consideration and Resale Restrictions of the Exchange (“Escrow Agreement”). Upon release of
the Escrowed Securities from escrow pursuant to the Escrow Agreement, Paradex may, from time to time
and depending on market and other conditions, acquire additional RI Common Shares and/or other equity,
debt or other securities or instruments of the Company in the open market or otherwise, and reserve s the
right to dispose of any or all of the securities in the open market or otherwise at any time and from time to
time, and to engage in similar transactions with respect to the securities, the whole depending on market
conditions, the business and prospects of the Company and other relevant factors (in accordance with the
terms of the Escrow Agreement).
About Vortex Metals Inc.
Vortex Metals Inc. is the parent company of Mexican subsidiary Empresa Minera Acagold, S.A. de C .V.,
which is the owner of a 100% interest in two drill -ready high-potential copper-gold volcanogenic 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.
VORTEX METALS INC.
Vikas Ranjan
Director and Chief Executive Officer
Email: [email protected]
Phone: 416-605-7024
Disclaimer
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the
Qualifying Transaction, any information released or received with respect to the Qualifying Transaction
may not be accurate or complete and should not be relied upon. Trading in the securities of the Company
should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved
nor disapproved the contents of this news release.
Neither the Exchange nor its Regulation Service Provider (as defined policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this press release.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in
any jurisdiction. Any securities referred to herein have not been, nor will they be, register ed under the
United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to
a U.S. Person absent registration or an applicable exemption from the registration requirements of the
United States Securities Act of 1933, as amended, and applicable state securities laws.
Forward-Looking Statements
This press release may contain certain forward -looking information and statements (“forward -looking
information”) within the meaning of applicable Canadian securities legis lation, that are not based on
historical fact, including without limitation statements containing the words “believes”, “anticipates”,
“plans”, “intends”, “will”, “should”, “expects”, “continue”, “estimate”, “forecasts” and other similar
expressions. Readers are cautioned to not place undue reliance on forward -looking information. Actual
results and developments may differ materially from those contemplated by these statements. The Company
undertakes no obligation to comment analyses, expectations or statements made by third-parties in respect
of the Company, its securities, or financial or operating results (as applicable). Although the Company
believes that the expectations reflected in forward-looking information in this press release are reasonable,
such forward-looking information has been based on expectations, factors and assumptions concerning
future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain
of which are beyond the Company’s control, includin g the risk factors discussed in the Filing Statement
which are incorporated herein by reference and are available through SEDAR at www.sedar.com. The
forward-looking information contained in this press release are expressly qualified by this cautionary
statement and are made as of the date hereof. The Company disclaims any intention and has no obligation
or responsibility, except as required by law, to update or revise any forward-looking information, whether
as a result of new information, future events or otherwise.
Share numbers noted in this press release may not match the numbers disclosed in the Filing Statement due
to rounding pursuant to the process of completing the consolidations described above and the exchange of
Acapulco securities for post -consolidation common shares, as well adjustment based on the aggregate
amount of interest on the Acapulco convertible notes (which is calculated on a daily basis), accrued up to
the actual date of conversion.