Victory Capital and Acapulco GOLD Announce Completion of Additional Tranches of Subscription Receipt Financing and Stock Option Grants

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION

IN THE UNITED STATES

VICTORY CAPITAL AND ACAPULCO GOLD ANNOUNCE COMPLETION OF

ADDITIONAL TRANCHES OF SUBSCRIPTION RECEIPT FINANCING AND STOCK

OPTION GRANTS

TORONTO, ONTARIO – December 9, 2021 – Victory Capital Corp. (TSX.V: VIC.P) (the “Company”

or “Victory”), a capital pool company (“CPC ”) pursuant to Policy 2.4 (the “CPC Policy ”) of the TSX

Venture Exchange (the “Exchange ”), is pleased to announce that further to its announc ements on

August 6, 2021 and October 14, 2021, Acapulco Gold Corp. (“ Acapulco”) has closed two additional

tranches of its non-brokered private placement (the “ Acapulco Private Placement ”) of subscription

receipts (the “Acapulco Subscription Receipts ”) for an aggregate gross pro ceeds of approximately

$940,000 through the issuance of 4,700,000 Acapulco Subscription Receipts at a price of $0.20 per

Acapulco Subscription Receipt.

In connection with the issuance of the 4,700,000 Acapulco Subscription Receipts, and upon completion

of the Proposed Transaction (as defined herein), Acapulco agreed to pay an aggregate finder fees of

$75,200 and to issue common share purchase warrants to purchase 376,000 Resulting Issuer Shares (as

defined herein) at a price of $0.20 per Resulting Issuer Share for a period of 24 months from the closing

date of the respective tranches of the Acapulco Private Placement, to certain qualified finders.

The Acapulco Private Placement was undertaken in connection with the previously announced

Qualifying Transaction (as such term is defined in CPC Policy) (the “ Proposed Transaction”) between

the Company and Acapulco whereby upon completion of a statutory merger between Acapulco and

1287878 B.C. Ltd., the amalgamated entity will become a wholl y-owned subsidiary of the Company

(upon completion of the Proposed Transaction, the Company referred to as the “Resulting Issuer”).

Upon the closing of the Proposed Transaction, each Acapulco Subscription Receipt will be

automatically exchanged for one c ommon share of Acapulco (a “Acapulco Common Share ”), and

subsequently each Acapulco Common Share will be automatically exchanged for one common share in

the capital of the Resulting Issuer (a “Resulting Issuer Share”). For avoidance of doubt, each Acapulco

Subscription Receipt will result in the issuance of one Resulting Issuer Share.

The Resulting Issuer anticipates that the proceeds of the Acapulco Private Placement will be used to

fund the exploration on 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), and for general working capital purposes upon completion of the P roposed

Transaction.

STOCK OPTION GRANTS

The Company announces that it has granted an aggregate of 305,325 stock options (the “ Options”) to

certain directors of the Company to purchase 305,325 common shares in the capital of the Company

(the “Victory Shares”) pursuant to the Company’s stock option plan. The Options are exercisable at an

exercise price of $ 0.20 per Victory Share for a period of five (5) years from the date of grant. The

Company has also extended the maturity date of the currently outstanding 101,775 Options from

December 8, 2022 to December 8, 2027. All the Options granted shall vest immediately.

Cautionary Note

Completion of the Proposed Transaction is subject to a number of conditions including, without

limitation, the receipt of all requisite regulatory approvals (including the approval of the Exchange), the

approval of certain matters by the shareholders of Acapulco and Victory (as applicable) and other

conditions that are customary for transactions of this nature . Where applicable, the Proposed

Transaction cannot close until the required approvals have been obtained. There can be no assurance

that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the continuous disclosure document containing full,

true and plain disclosure regarding the Proposed Transaction, required to be filed with the securities

regulatory authorities having jurisdiction over the affairs of the Company, any information released or

received with respect to the Proposed Transaction may not be accurate or complete and should not be

relied upon. The trading in the securities of Victory on the Exchange, if reinstated prior to completion

of the Proposed Transaction, should be considered highly speculative.

About Acapulco Gold Corp.

Acapulco Gold Corp, and its wholly owned Mexico subsidiary Empresa 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 volcanogenic massive sulfi de (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.

All information in this Press Release relating to Acapulco is the sole respon sibility of Acapulco.

Management of Victory has not independently reviewed this disclosure nor has Victory 's management

hired any third party consultants or contractors to verify such information.

About Victory Capital Corp.

Victory is a capital pool com pany created pursuant to the policies of the Exchange. It does not own any

assets, other than cash or cash equivalents and its rights under the merger agreement for the Proposed

Transaction. The principal business of Victory is to identify and evaluate opp ortunities 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 Exchange so as to complete a Qualifying

Transaction in accordance with the policies of the Exchange.

ON BEHALF OF THE BOARD OF DIRECTORS:

Zelong (Roger) He

Chief Executive Officer

Email: [email protected]

Disclaimer for Forward-Looking Information

This press release contains forward -looking statements and information that are based on the beliefs of

management and reflect Victory's current expectations. When used in this press release, the words

"estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should"

and the negative of these words or such variations thereon or comparable terminology are intended to

identify forward-looking statements and information. The forward-looking statements and information

in this press release include information relating to the Proposed Transaction , the anticipated use of

proceeds from the Private Placement, the closing of the Proposed Transaction, and receiving approvals

for the closing of the Proposed Transaction. Such statements and information reflect the current view of

Victory. Risks and uncertainties that may cause actual results to differ materially from those

contemplated in those forward-looking statements and information.

By their nature, forward -looking statements involve known and unknown risks, uncertainties and other

factors which may cause our actual results, performance or achievements, or other future events, to be

materially different from any future results, performance or achievements expressed or implied by such

forward-looking statements. Such factors include, among others, the following risks: there is no

assurance that Victory and Acapulco will obtain all requisite approvals for the Proposed Transaction

or fulfill all the conditions and obligations required for the completion of the Proposed Transaction,

including the approval of the Exchange (which may be conditional upon amendments to the terms of the

Proposed Transaction). There are a number of important factors that could cause Victory’s, Acapulco ’s

and the Resulting Issuer’s actual results to differ materially from those indicated or implied by forward-

looking statements and information. Such factors include, among others: currency fluctuations; limited

business history of Victory ; disruptions or changes in the credit or security markets; disruption of

results of operation activities and development of projects of Acapulco; u nanticipated costs and

expenses; and general market and industry conditions.

Victory cautions that the foregoing list of material factors is not exhaustive. When relying on Victory 's

forward-looking statements and information to make decisions, investors and others should carefully

consider the foregoing factors and other uncertainties and potential events. Victory has assumed that

the material factors referred to in the previous paragra ph will not cause such forward-looking

statements and information to differ materially from actual results or events. However, the list of these

factors is not exhaustive and is subject to change and there can be no assurance that such assumptions

will reflect the actual outcome of such items or factors.

THE FORWARD -LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE

REPRESENTS THE EXPECTATIONS OF VICTORY AS OF THE DATE OF THIS PRESS

RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS

SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION

AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE

VICTORY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION

AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE

LAWS.

This press release is not an offer of the securities for sale in the United States. The securities have not

been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the

United States absent registration or an exemption from registration. 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 state in which such offer, solicitation or sale would be unlawful.

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 press release.