/ DO NOT DISTRIBUTE TO UNITED STATES NEWSWIRE OR BROADCAST SERVICES IN UNITED STATES/

TORONTO, November 8, 2021 / CNW / – Victory Capital Corp. (TSXV: VIC.P) (the “Society” Where “Victory“), a start-up capital company (“CPC“) in accordance with policy 2.4 (the”CPC Policy“) of the TSX Venture Exchange (the”To exchange“), is pleased to provide an update on its previous dated press releases 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 operation“), which will result in Acapulco become a wholly owned subsidiary of Victory (following completion of the proposed transaction, the “Resulting emitterThe proposed trade will constitute the completion of the Qualifying Victory Trade (as that term is defined in the CPC policy of the exchange)

Update of Acapulco’s financial information

Acapulco completed its audited financial 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 Standards (IFRS) (collectively, the “financial state“). A summary of the financial statements is provided below:


June 30th
2021
Unaudited

The 31st of December,
2020
Checked

The 31st of December,
2019
Checked

Cash and Cash
Equivalents

$ 8,030

$ 15,171

$ 85,842

Total assets

$ 10,684

$ 16,480

$ 86,617

Total responsibilities

$ 223,374

$ 193,495

$ 129,586

Shareholder
Equity / (deficiency)

($ 212,690)

(177,015) $

(129,586) $

Total income

$ Nile

$ 7,327

$ 7,327

Total expenses

$ 35,675

$ 141,373

$ 56,676

Loss and overall
loss

$ 35,675

$ 134,046

$ 43,071

Insiders of Resulting Issuer

Following the press release of February 8, 2021, additional members of the resulting issuer’s senior management team should include:

Roger it, Vancouver, British Columbia, chief financial officer of the resulting issuer

Roger it is a finance and accounting professional with an MSC in finance from Simon Fraser University, BEFORE CHRIST, Canada. His background includes more than 10 years of experience in various areas of assurance, accounting, corporate finance, capital market and investment. He is a partner of GIC Merchant Bank and his experience spans various senior management positions in finance and accounting. Mr. He has extensive experience in seeking growth capital from foreign institutions.

He currently sits on the board of directors of several public and private companies. He is a CPA with a practitioner’s license and a member of the CFA.

Sheryl dhillon, Richmond, British Columbia, corporate secretary of the resulting issuer

Sheryl dhillon is a very experienced corporate secretary 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 corporate secretary for several companies listed on the Canadian stock exchanges.

Research costs

In connection with the completion of the Proposed 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 under the proposed operation.

Bridge loan

Victory will provide Acapulco an additional secured bridging loan for a total amount of up to $ 125,000 for working capital purposes (the “Additional bridging loanThis additional bridge loan is subject to the approval of the Exchange and is in addition to the initial guaranteed bridge loan granted by Victory to Acapulco in a quantity of $ 100,000. The additional bridging loan bears an interest rate of 6% per annum and the principal overdue plus accrued interest will be repaid on the earliest of the following dates: (i) receipt of final approval from the Exchange for the proposed transaction; and (ii) December 31, 2021.

About Acapulco Gold Corp.

Acapulco Gold Corp, and its wholly owned subsidiary Mexico the subsidiary Empresa Minera Acagold, SA de CV, is a private company which has entered into an agreement for a 100% stake in two properties of volcanogenic massive sulphides (VMS) of copper and gold ready for drilling (Riquera Marina and Zaachila) in the state of Oaxaca, and a third high potential gold property (El Rescate) in the state of Puebla. The Oaxaca projects include the most promising areas of high-grade copper mineralized surface exposures (“iron caps”) and significant gravity anomalies along a copper-gold VMS belt that includes the project. Santa Marta de Minaurum Gold.

About Victory Capital Corp.

Victory is a private equity firm created in accordance with the policies of the Bourse. It does not hold any assets other than cash or cash equivalents and its rights under the merger agreement for the Proposed Transaction. Victory’s main activity is to identify and assess opportunities to acquire an interest in assets or businesses and, once identified and assessed, to negotiate an acquisition or participation subject to acceptance by the Bourse in order to complete a qualifying transaction in accordance with the policies of the Bourse.

Forward-Looking Statements Disclaimer and Notice to Readers

Do not broadcast in United States or for distribution to US news services. The securities offered have not been registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or any applicable state securities law and may not be offered or sold. in United States or to, or on behalf of or for the benefit of a person in United States or a United States person (as defined in Regulation S under the US Securities Act) without registration under the US Securities Act and any applicable state securities law, or in the event of non- compliance with an exemption. This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of securities in any state in which such an offer, solicitation or sale would be illegal.

Certain information contained in this press release may contain forward-looking statements. This information is based on current expectations which are subject to significant risks and uncertainties which are difficult to predict. Actual results may differ materially from results suggested in forward-looking statements. Victory assumes no obligation to update any forward-looking statements or to update the reasons why actual results may differ from those reflected in forward-looking statements unless and until applicable securities laws. Victory demand it. Additional information identifying the risks and uncertainties is contained in documents filed by Victory with Canadian securities regulators, which documents are available at www.sedar.com.

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, the acceptance of the Exchange and, where applicable, in accordance with the requirements of the Exchange, the majority of the approval of minority shareholders. If applicable, the Proposed Transaction cannot be completed until the required shareholder approval has been obtained. There can be no assurance that the transaction will be completed as proposed or that it will be completed.

Investors are cautioned that, except as indicated in the management information circular or the filing statement to be prepared in connection with the proposed transaction, any information published or received regarding the transaction may not be accurate. or complete and should not be relied on. Trading in the securities of a capital pool company should be viewed as highly speculative.

The 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 ordinary shares of Victory will remain suspended until authorization to resume trading has been obtained from the Exchange. Victory is a reporting issuer Alberta, British Columbia, Saskatchewan, and Ontario.

All information contained in this press release concerning Acapulco is the sole responsibility of Acapulco. Victory management has not independently reviewed this disclosure and Victory management has not engaged any third party consultants or contractors to verify this information.

SOURCE Victory Capital Corp.

For further information: For more information on Victory, please contact: Raj Dewan, Director, at (416) 865-7878

Leave a Reply

Your email address will not be published.