/NOT FOR DISTRIBUTION TO
Trading in the Victory Common Shares has been halted and will remain halted until such time as all required documentation in connection with the Acapulco Transaction has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the TSXV.
Summary of the Proposed Qualifying Transaction
The LOI contemplates that Victory and Acapulco will negotiate and enter into a definitive agreement in respect of the Acapulco Transaction on or before
Victory is a capital pool company and intends that the Acapulco Transaction will constitute its "Qualifying Transaction" under the policies of the TSXV. The Acapulco Transaction will not constitute a non-arm's length Qualifying Transaction or a related party transaction pursuant to the policies of the TSXV.
Subsequent to the execution of the LOI and the approval of the TSXV, Victory will provide Acapulco with a bridge loan in the amount of up to
Concurrent Financing
In conjunction with the Acapulco Transaction, Acapulco intends to complete a concurrent private placement (the "Private Placement") for aggregate gross proceeds of a minimum of
Significant Conditions to Closing
The completion of the Acapulco Transaction will be subject to a number of conditions precedent, including but not limited to satisfactory due diligence review, negotiation and execution of the Definitive Agreement and accompanying transaction documents, approval by the boards of directors of each of Victory and Acapulco, approval of the shareholders of Acapulco (if applicable), obtaining necessary third party approvals, TSXV acceptance and closing of the Private Placement for gross proceeds of not less than
It is anticipated that subsequent to entering into the Definitive Agreement, Victory will issue a further press release which will be additional information in accordance with the requirements of Policy 2.4
Sponsorship
Sponsorship of a Qualifying Transaction is required by the TSXV unless a waiver from the sponsorship requirement is obtained. Victory intends to apply for a waiver from sponsorship for the Acapulco Transaction. There is no assurance that a waiver from this requirement will be obtained.
About Acapulco
The El Rescate gold project lies adjacent to a currently producing high-grade vein/intrusive breccia gold mine in the state of
About
Victory is a capital pool company created pursuant to the policies of the TSXV. It does not own any assets, other than cash or cash equivalents and its rights under the LOI. 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 TSXV so as to complete a Qualifying Transaction in accordance with the policies of the TSXV.
Forward-Looking Statements Disclaimer
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant 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 Victory. Additional information identifying risks and uncertainties is contained in filings by Victory with the Canadian securities regulators, which filings are available at www.sedar.com.
Completion of the Acapulco Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Acapulco 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.
The TSXV has in no way passed upon the merits of the proposed Acapulco Transaction and has neither approved nor disapproved the contents of this press release.
The Victory Common Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. Victory is a reporting issuer in
SOURCE
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