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Victory Announces Resignation of Director

Management Changes

Victory Announces Resignation of Director

TORONTO, January 31, 2019 – Victory Capital Corp. (TSXV: VIC.P) ( the “ Company” or “ Victory”)

announces that effective immediately, Stephen Dulmage has resigned from the board of directors of the

Company. The Company would like to thank Mr. Dulmage for his valuable contribution s to the Company

and wish him many years of good health and success. At this time, the Company will not be fill ing the

board vacancy created by Mr. Dulmage’s resignation.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE PUBLICATION,

DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE

UNITED STATES

About Victory Capital

Victory was incorporated on November 6, 2009 pursuant to the Business Corporation Act (Ontario) and

is classified as a Capital Pool Corporation as defined in Policy 2.4 of the TSX Venture Exchange Inc.

Corporate Finance Manual. For more information, contact Chris Frostad, Chief Executive Officer, Victory

Capital Corp. at [email protected]

Forward-Looking Statements

This news release contains certain statements that may constitute forward -looking information under

applicable securities laws. All statements, other than those of historical fact, which address activities,

events, outcomes, results, developments, performa nce or achievements that Victory anticipates or

expects may or will occur in the future (in whole or in part) should be considered forward -looking

information. Such information may involve, but is not limited to, comments with respect to strategies,

expectations, planned operations and future actions of the Company. Often, but not always, forward -

looking information can be identified by the use of words such as "plans", "expects", "is expected",

"budget", "scheduled", "estimates", "forecasts", "intends", "a nticipates", or "believes" or variations

(including negative variations) of such words and phrases, or statements formed in the future tense or

indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other

variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information is

based on currently available competitive, financial and economic data and operating plans, strategies or

beliefs as of the date of this news release, but invo lve known and unknown risks, uncertainties,

assumptions and other factors that may cause the actual results, performance or achievements of

Victory to be materially different from any future results, performance or achievements expressed or

implied by the forward -looking information. Such factors may be based on information currently

available to Victory, including information obtained from third -party industry analysts and other third -

party sources, and are based on management's current expectations or bel iefs regarding future growth,

results of operations, future capital (including the amount, nature and sources of funding thereof) and

expenditures. Any and all forward -looking information contained in this press release is expressly

qualified by this cautionary statement.

Investors are cautioned that, except as disclosed in the Filing Statement any information released or

received with respect to the reverse take -over may not be accurate or complete and should not be relied

upon. Trading in the securities of the Corporation should be considered highly speculative.

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.

The securities of the Corporation have not be en and will not be registered under the United States

Securities Act of 1933, as amended and may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirement. This press release shall not

constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities

in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Contact

Chris Frostad

Chief Executive Officer

Victory Capital Corp

[email protected]