VICTORY CAPITAL CORP. The offering of the Victory Subscription Receipts through the Victory Private Placement will only be available to existing shareholders of the Company under OSC Rule 45-501 Ontario Prospectus and Registration Exemptions ("OSC Rule 45-501" ) and other provincial equivalents (collectively, the "Existing Shareholder Exemption"). The Existing Shareholder Exemption is available to shareholders of the Company residing in all Canadian provinces, as available under the Existing Shareholder Exemption.
Shareholders of record of the Company as at
The Company and Acapulco anticipate that the Victory Private Placement will close on or around
Where subscriptions received exceed the maximum gross proceeds under Victory Private Placement, subscriptions will be accepted at the discretion of the Company such that it is possible that a subscription received from an investor may not be accepted by the Company if the Private Placement is over-subscribed.
The Company intends to use the proceeds from the Victory Private Placement to fund exploration on two drill-ready high-potential copper-gold volcanogenic massive sulfide (VMS) properties (
Principal Use of Gross Proceeds(1) | Amount ($) (Assuming Minimum Gross Proceeds Raised from the Private Placement) | Amount ($) (Assuming Maximum Gross Proceeds Raised from the Private Placement) |
Estimated General and Administrative Costs | 300,000 | 550,000 |
Estimated Lease Payments | 160,000 | 160,000 |
Estimated Phase 1 Exploration Costs | 500,000 | 1,000,000 |
Estimated Phase 2 Exploration Costs | 850,000 | 1,750,000 |
Notes: | |
(1) | The above uses of funds are estimates only. Notwithstanding the proposed uses of the estimated available funds as discussed above, there may be circumstances where a reallocation of funds may be necessary as it is difficult at this time to definitively project the total funds necessary to execute the planned undertakings of the Company upon completion of the Qualifying Transaction. |
In accordance with the requirements of the Existing Shareholder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed. The Victory Private Placement may be closed in one or more tranches as subscriptions are received. In connection with the Victory Private Placement and in accordance with the policies of the Exchange, the Company will: (i) pay certain finders a cash fee equal to 8.0% of the gross proceeds raised under the Victory Private Placement through subscriptions introduced by such finders to the Company (the "Cash Fee"), and (ii) issue Common Share purchase warrants equal to 8.0% of the number of Victory Subscription Receipts subscribed to by purchasers introduced to the Company by such finders (the "Finder's Warrants"). Each Finder Warrant will be exercisable into one Common Share at a price of
Closing of the Victory Private Placement is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Exchange. All securities issued in connection with the Victory Private Placement will be subject to statutory hold periods in accordance with applicable securities legislation. The securities offered have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold absent registration or compliance with an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.
Existing shareholders of the Company are directed to contact the Company for further information concerning purchasing the Victory Subscription Receipts pursuant to the Existing Shareholder Exemption, as follows:
Contact Person:
Telephone: 416-865-7878
Email: raj.dewan@mcmillan.ca
On behalf of the Board of Directors
"Roger He"
Chief Executive Officer
About
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. 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 Information
This news release contains certain forward-looking statements within the meaning of Canadian securities laws, including statements regarding the Victory Private Placement; the anticipated completion of the Qualifying Transaction; and the availability of capital for Victory and Acapulco to execute its strategy going forward. Forward-looking statements are based on estimates and assumptions made by Victory in light of its experience and perception of current and expected future developments, as well as other factors that Victory believes are appropriate in the circumstances. Many factors could cause Victory's results, performance or achievements to differ materially from those expressed or implied by the forward looking statements, including: discrepancies between actual and estimated results from exploration and development and operating risks, dependence on early exploration stage concessions; uninsurable risks; competition; regulatory restrictions, including environmental regulatory restrictions and liability; currency fluctuations; defective title to mineral claims or property and dependence on key employees. Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
The forward-looking information contained in this news release represents the expectations of the company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable securities legislation.
SOURCE
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