Victory Receives Approval to Transition to New Cpc Policy and Re- Appoints Former Board
LEGAL_37437802.1.doc
VICTORY RECEIVES APPROVAL TO TRANSITION TO NEW CPC POLICY AND RE-
APPOINTS FORMER BOARD
FOR IMMEDIATE RELEASE
TORONTO, ONTARIO November 30, 2021 – Victory Capital Corp. (TSXV: VIC.P) (the
“Company”) is pleased to announce that at its Annual General Meet ing held on June 29 , 2021 (the
“Meeting”), it has received disinterested shareholder approval for all pro posed amendments to bring the
Company’s practices and operations in line with the revisions to TSX Venture Exchange (the
“Exchange”) policy 2.4 “ Capital Pool Companies ” (“Policy 2.4 ”), previously announced on May 31 ,
2021. In particular, shareholders have approved:
i. amendments to the Company’s stock option plan to, among other things, become a 10% rolling
option plan prior to the Company completing its Q ualifying Transaction in accordance with
Exchange policies (a “QT”);
ii. removal of the consequences of failing to complete a QT within 24 months of the Company's date
of listing on the Exchange;
iii. amendments to the escrow release conditions and certain other p rovisions of the Company's CPC
escrow agreement, including allowing the Company's escrowed securities to be subject to an 18-
month escrow release schedule; and
iv. permitting payment of a finder’s fee or commission to a Non -Arm’s L ength Party to the
Company upon completion of a QT.
Please refer to the Company’s May 31 , 2021 news release and management information circular dated
effective May 31, 2021 (the “Circular”), for further details with respect to the amendments in accordance
with the revised Policy 2.4 and the Company’s news releases dated October 14, 2021, February 8, 2021,
and November 25, 2020 with respect to the Company’s proposed QT (the “ Qualifying Transaction”)
with Acapulco Gold Corp. (“Acapulco”).
For further information, please contact:
Contact Name: Zelong (Roger) He, CEO and Director
Email: [email protected]
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this release.
This press r elease contains statements that constitute “forward -looking information” (collectively,
“forward-looking statements”) within the meaning of the applicable Ca nadian securities legislation, a ll
statements, other than statements of historical fact, are forward -looking statements and are based on
expectations, estimates and projections as at the date of this news release. Any statement that discusses
predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or
performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”,
“anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”,
“believes” or “intends” or variations of such words and phrases or s tating that certain actions, events or
results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not
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LEGAL_37437802.1.doc
statements of historical fact and may be forward -looking statements. Forward -looking statements
contained in this press r elease include, without limitation, statements regarding: resumption of trading
receipt of requisite shareholder or regulatory approvals; the business and operations of the Company ;
and use of funds. In making the forward- looking statements contained in this press release, the Company
has made certain assumptions, including that trading in the shares of the Company will resume as
anticipated. Although the Company believes that the expectations reflected in forward-looking statements
are reasonable, it can give no assurance that the expectations of any forward-looking statements will
prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the
actual results and future events to differ materially from those expressed or implied by such forward -
looking statements. Such factors include, but are not limited to: delay or failure to receive board,
shareholder, stock exchange or other regulatory approvals and general business, economic, competitive,
political and social uncertainties and economic risks associated with current unprecedented market and
economic circumstances due to the COVID-19 pandemic . Accordingly, readers should not place undue
reliance on the forward -looking statements and information contained in this press r elease. Except as
required by law, the Company disclaims any intention and assumes no obligation to update or revise any
forward-looking statements to reflect actual results, whether as a result of new information, future events,
changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.