Victory Capital Provides Update ON Qualifying Transaction
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES
VICTORY CAPITAL PROVIDES UPDATE ON QUALIFYING TRANSACTION
TORONTO, ONTARIO – November 8, 2021 – Vi ctory 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 provide an update further to its previous
press releases dated February 8, 2021, August 6, 2021, and October 14, 2021, on the proposed reverse-
takeover transaction of Acapulco Gold Corp. (“ Acapulco”) by Victory (the “Proposed Transaction”),
which will result in Acapulco becoming a wholly-owned subsidiary of Victory (after completion of the
Proposed Transaction, the “ Resulting Issuer ”). The Proposed Transaction will constitute the
completion of Victory’s Qualifying Transaction (a s such term is defined in CPC Policy of the
Exchange)
Updated Acapulco Financial Information
Acapulco has completed its audited fina ncial statements for the years ended December 31 , 2020 and
2019 and its unaudited financial statements for the six months ended June 30, 2021 in accordance with
international financial reporting stan dards (IFRS) (collectively, the “ Financial Statements ”). A
summary of the Financial Statements is provided below:
June 30,
2021
Unaudited
December 31,
2020
Audited
December 31,
2019
Audited
Cash and Cash
Equivalents $8,030 $15,171 $85,842
Total Assets $10,684 $16,480 $86,617
Total Liabilities $223,374 $193,495 $129,586
Shareholder
Equity/(deficiency) $(212,690) $(177,015) $(129,586)
Total Income $Nil $7,327 $7,327
Total Expenses $35,675 $141,373 $56,676
Loss and comprehensive
loss $35,675 $134,046 $43,071
Insiders of the Resulting Issuer
Further to the press release dated February 8, 2021, additional members of the senior management team
of the Resulting Issuer are anticipated to include:
Roger He, Vancouver, British Columbia, Chief Financial Officer of the Resulting Issuer
Roger He is a finance and accounting profession al with a MSC in finance from Simon Fraser
University, BC, Canada. His background includes ove r 10 years’ experience in diverse areas of
assurance, accounting, corporate finance, capital market, and investing. He is a partner of GIC Merchant
bank and his experiences encompasses working in va rieties of finance and accounting senior executive
roles. Mr. He has extensive experiences to seek growth capital from oversea institutions.
He currently serves on the board of numbers of public companies and private companies. He is a CPA
with practitioner license and a member of CFA.
Sheryl Dhillon, Richmond, British Columbia, Corporate Secretary of the Resulting Issuer
Sheryl Dhillon is a highly experienced corporate secre tary with over fifteen years of experience. She
has extensive knowledge of corporate governance, as well as strong management skills and excellent
corporate communications. Ms. Dhillon acts as Corpor ate Secretary for several companies listed on
Canadian stock exchanges.
Finder Fee
In connection with the completion of the Propos ed Transaction, the Resulting Issuer will issue
1,587,205 common shares of the Resulting Issuer to certain arm’s length parties pursuant to a finder’s
fee payable in connection with the Proposed Transaction.
Bridge Loan
Victory will provide Acapulco an additional secured bridge loan in the aggregate amount of up to
$125,000 for working capital purposes (the “ Additional Bridge Loan ”). This Additional Bridge Loan
is subject to the approval of the Exchange and is in addition to the initial secu red bridge loan extended
by Victory to Acapulco in the amount of $100,000. The Additional Bridge Loan bears an interest rate of
6% per annum and the outstanding principal plus accrued interest shall be payable back on the earlier of:
(i) receipt of final approval of the Exchange for the Proposed Transaction; and (ii) December 31, 2021.
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 thir d high-potential gold property (El Rescate) in the
state of Puebla. The Oaxaca projects incorporat e the most highly prospective areas of high-grade
copper mineralized surface exposures (‘gossans’) and pr ominent gravity anomalies along an emerging
copper-gold VMS belt that includes Minaurum Gold’s Santa Marta project .
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 opportunities 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.
Forward-Looking Statements Disclaimer and Reader Advisory
Not for dissemination in the United States or for distribution to U.S. newswire services. The securities
offered have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities
Act”), or any applicable state securities laws and may not be offered or sold in the United States or to,
or for the account or benefit of, a person in the Un ited States or a U.S. person (as defined in Regulation
S under the U.S. Securities Act) absent registra tion under the U.S. Securities Act and any applicable
state securities laws, or compliance with an exemption therefrom. 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.
Certain information in this press release may contai n forward-looking statements. This information is
based on current expectations that are subject to si gnificant risks and uncertainties that are difficult to
predict. Actual results might differ materially from results suggested in any forward-looking statements.
Victory assumes no obligation to update the forward- looking statements, or to update the reasons why
actual results could differ from those reflected in the forward looking-statements unless and until
required by securities laws applicable to Vict ory. Additional information identifying risks and
uncertainties is contained in filings by Victory w ith the Canadian securities regulators, which filings
are available at www.sedar.com.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited
to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority
shareholder approval. Where applicable, the Propo sed Transaction cannot close until the required
shareholder approval is obtained. There can be no a ssurance that the transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the management inform ation circular or filing
statement to be prepared in c onnection with the Proposed Transaction, any information released or
received with respect to the transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly speculative.
TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has
neither approved nor disapproved the contents of this press release.
The common shares of Victory will remain halted until such time as permission to resume trading has
been obtained from the Exchange. Victory is a reporting issuer in Alberta, British Columbia,
Saskatchewan, and Ontario.
All information in this Press Release relating to Acapulco is the sole responsibility of Acapulco.
Management of Victory has not independently review ed this disclosure nor has Victory's management
hired any third party consultants or contractors to verify such information.
For more information about Victory, please contact Raj Dewan, Director, at (416) 865-7878.