VMS.V · 2021-05-31 12:00:00

Victory Capital Corp. Announces Annual General and Special Meeting to Adopt and Align the Company with the New Cpc Policy

Shareholder Meetings

NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN

THE UNITED STATES

VICTORY CAPITAL CORP. ANNOUNCES ANNUAL GENERAL AND SPECIAL MEETING

TO ADOPT AND ALIGN THE COMPANY WITH THE NEW CPC POLICY

Vancouver, British Columbia – May 31, 2021, Victory Capital Corp. (“Victory” or the “ Company”)

(TSXV: VIC.P), a capital pool company listed on the TSX Venture Exchange (“ TSXV” or the

“Exchange”), announces that, pursuant to recent changes by the TSXV to its Capital Pool Company

program and TSXV Policy 2.4 – Capital Pool Companies (“Policy 2.4”), which became effective as at

January 1, 2021 (the “New CPC Policy”), Victory intends to seek the requisite approvals of the

shareholders of Victory (the “Shareholders”) to adopt and align the Company with the New CPC Policy

at its upcoming June 29, 2021 Annual General and Special Meeting of Shareholders (the “Meeting”).

Capitalized terms used herein and not otherwise defined h ave the meaning ascribed to them in the TSXV

Corporate Finance Manual or the New CPC Policy.

At the Meeting, as required to give effect to the New CPC Policy, Shareholders will be asked to pass four

separate ordinary resolutions by the affirmative vote of not less than a majority of the votes cast by

disinterested Shareholders who vote in respect thereof, in person or by proxy (“Disinterested Approval”),

to:

(a) approve the removal of the consequences associated with the Company not completing a

Qualifying Transaction within 24 months of its listing date in accordance with the New CPC

Policy;

(b) authorize the Company to make certain amendments to the Company’s escrow agreement to

effect certain changes contemplated under the New CPC Policy;

Length Party to the Company upon completion of a Qualifying Transaction, in accordance

with the terms of the New CPC Policy; and

(d) authorize the Company to adopt a 10% rolling stock optio n plan pursuant to which the total

number of common shares of the Company reserved for issuance both before and after

completion of a Qualifying Transaction is 10% of the issued and outstanding common shares

of the Company as at the date of grant, rather t han at the closing date of its initial public

offering (the “IPO”).

Consequences of Failing to Complete a QT within 24 Months of the Listing Date

Under Policy 2.4, if the Company fails to complete a Qualifying Transaction within 24 months of its Listing

Date, it faces the consequences of either (i) having its common shares delisted or suspended from the

Exchange, or (ii) subject to the approval of the majority of shareholders, transferring its common shares to

list on the NEX and cancelling certain Seed Shares issued to the Company’s Insiders.

The New CPC Policy eliminates the requirement for a Capital Pool Company, such as the Company, to

complete a Qualifying Transaction within 24 months of the Listing Date and eliminates the associated

consequences of not completing such requirement. The Company believes that the removal of the

requirement to complete a Qualifying Transaction within 24 months of Listing Date, and the associated

consequences of not completing such requirement will be beneficial to the Shareholders and the Company

by allowing increased flexibility to complete such a transaction.

Victory shall seek Disinterested Approval to remove the consequences of not completing a Qualifying

Transaction within 24 months after its Listing Date. In seeking such Disinterested Approval, Victory shall

exclude all votes attached to the Victory common shares held by Non -Arm’s Length Parties to Victory

who own Seed Shares, as well as their Associates and Affiliates.

Amendments to the Escrow Agreement

Under the New CPC Policy, securities subject to a CPC escrow agreement are subject to an 18 -month

escrow period, as opposed to the 36 -month period previously required under Policy 2.4. At the Meeting,

Victory shall seek Disinterested Approval to amend the ter ms of the CPC Escrow Agreement to which it

is a party to reduce the length of the term of any escrow provision to an 18 -month escrow term, as

permitted by Section 10.2 of the New CPC Policy. In seeking such Disinterested Approval, Victory shall

exclude all votes attached to the Victory common shares held by shareholders who are parties to the CPC

Escrow Agreement, as well as their Associates and Affiliates.

Permission to Pay Finder’s Fee or Commission to a Non-Arm’s Length Party

The New CPC Policy permits for the payment of a finder’s fee or a commission to a Non -Arm’s Length

Party to the Company upon completion of a Qualifying Transaction. At the Meeting, Victory shall seek

Disinterested Approval to permit the payment of any finder’s fee or commission to a Non-Arm’s Length

Party to the Company upon completion of the Qualifying Transaction in accordance with the New CPC

Policy. In seeking such Disinterested Approval, Victory shall exclude all votes attached to the Victory

common shares held by all Non -Arm’s Length Parties to the Company, as well as their Associates and

Affiliates.

Adoption of an Option Plan

Victory shall seek Disinterested Approval to adopt a new stock option plan under which the total number

of common shares of the Company reserved for is suance is 10% of common shares of the Company

outstanding as at the date of grant of any stock option, rather than 10% of the common shares of the

Company outstanding as at the closing of Victory’s IPO. In seeking such approval from Shareholders,

Victory shall exclude all votes attached to the Victory common shares held by Insiders to whom options

have been granted under the Company’s existing stock option plan, as well as their Associates and

Affiliates.

Other Changes

Under the New CPC Policy, the Company is permitted to adopt other transition provisions without

obtaining shareholder approval. As a result, the Company intends to adopt the changes under the New CPC

Policy that do not require shareholder approval, including, but not limited to:

(a) increasing the maximum aggregate gross proceeds to the treasury that the Company can raise

from the issuance of common shares under the Company’s initial public offering, Seed Shares

and private placements to the new maximum of $10,000,000, rather than $5, 000,000 which

was previously the limit for a CPC that had not completed its Qualifying Transaction;

(b) removing the restriction which provided that no more than the lesser of 30% of the gross

proceeds from the sale of securities issued by the Company and $21 0,000 may be used for

purposes other than identifying and evaluating assets or businesses and obtaining shareholder

approval for a proposed Qualifying Transaction, and implementing the restrictions on the

permitted use of proceeds and prohibited payments under the New CPC Policy, under which

reasonable general and administrative expenses not exceeding $3,000 per month are permitted;

private placement; and

(d) Removing the restriction such that now one person has the ability to act as the chief executive

officer, chief financial officer and corporate secretary of the Company at the same time, for

which the Company had previously obtained a waiver.

The proposed amendments remain subject to the final approval of the TSXV.

For further information, please contact:

Victory Capital Corp.

Raj Dewan – Director

Director Phone: (416) 865-7878

Notice on Forward Looking Information

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

applicable securities laws. Forward -looking statements are not historical facts but represent

management's current expectation of future events, and can be identified by words such as "believe",

"expects", "will", "intends", "plans", "projects", "anticipates", "estimates", "continues" and similar

expressions. Although management believes that the expectations represented in such forward -looking

statements are reasonable, there can be no assurance that they will prove to be correct.

In particular, the Company’s expectation as to receipt of the requisite Disinterested Approvals and its

adoption of and alignment with certain matters under the New CPC Policy constitute forward-looking

information. Actual results and developments may differ materially from those contemplated by forward -

looking information. Readers are cautioned not to place undue reliance on forward -looking information.

The statement made in th is press release are made as of the date hereof. The Corporation disclaims any

intention or obligation to publicly update or revise any forward -looking information, whether as a result

of new information, future events or otherwise, except as may be expres sly required by applicable

securities laws.

NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THE TERM IS

DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE

ADEQUACY OR ACCURACY OF THIS RELEASE.

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