Victory Capital and Acapulco GOLD Announce Completion of Subscription Receipt Financing

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UNITED STATES

VICTORY CAPITAL AND ACAPULCO GOLD ANNOUNCE COMPLETION OF SUBSCRIPTION RECEIPT

FINANCING

TORONTO, ONTARIO – October 14, 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 announcement on August 6 ,

2021, both Acapulco Gold Cor p. (“ Acapulco”) and the Company have closed their concurrent non -

brokered private placements of subscription receipts. Acapulco closed a private placement of

subscription receipts (the “ Acapulco Subscription Receipts ”) for aggregate gros s pro ceeds of

approximately $3.103 million through the issuance of 15,515,000 Acapulco Subscription Receipts at a

price of $0.20 per Acapulco Subscription Receipt (the “ Acapulco Private Placement”). The Acapulco

Private Placement took place concurrently with the private plac ement of subscription receipts by

Victory (the “Victory Subscription Receipts” and together with the Acapulco Subscription Receipts, the

“Subscription Receipts ”) for aggregate gross proceeds of approximately $289,000 through the

issuance of 1,445,000 Victory Subscription Receipts at a price of $0.20 per Victory Subscription Receipt

(the “Victory Private Placement” and collectively with the Acapulco Private Placement, the “ Private

Placement”). The Subscription Receipts were issued pursuant to the terms and c onditions of

respective subscription receipt agreements entered into on October 4, 2021 between Acapulco and

Odyssey Trust Company, as subscription receipt agent (“Odyssey”), and between Victory and Odyssey.

The Private Placement was undertaken in conne ction 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 amalg amated entity will become a wholly -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, the Acapulco Subscription Receipts will be

automatically exchanged for one common 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. Upon the closing of the

Proposed Transaction, each Victory Subscription Receipt will be automatically exchanged for one

Resulting Issue Share.

The Resulting Issuer anticipates that the proceeds of the 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 Oax aca, and a third high -potential gold

property (El Rescate), and for general working capital purposes upon completion of the P roposed

Transaction.

In connection with the Acapulco Private Placement , Acapulco paid aggregate fees of $230,240 and

issued common share purchase warrants to purchase 1,186,200 Resulting Issuer Shares at a price of

$0.20 per Resulting Issuer Share for a period of 24 months from the date of closing of the Acapulco

Private Placement to certain qualified finders.

In connection with the Victory Private Placement, Victory paid aggregate fees of $ 23,120 and issued

common share purchase warrants to purchase 115,600 Resulting Issuer Shares at a price of $0.20 per

Resulting Issuer Share for a period of 24 months from the date of closing of th e Victory Private

Placement to certain qualified finders.

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 accurat e or complete and

should not be relied upon. Th e 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 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 .

All information in this Press Release relating to Acapulco is the sole responsibility 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 company 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 opportunitie s 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 Transact ion, 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 un certainties 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 appr oval of the Exchange (which may be conditional u pon 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 tho se 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 operat ion activities and development of projects of Acapulco;

unanticipated 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 paragraph 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 P LACE 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 A PPLICABLE

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 regi stration 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.