Gravitas Ilium Corporation and Victory Capital Corp. Announce Proposed Going Public Qualifying Transaction

TORONTO, July 9, 2018 /CNW/ - Victory Capital Corp. ("Victory") (TSXV: VIC.P) is pleased to announce that it has entered into a letter of intent dated July 6, 2018 with Gravitas Ilium Corporation ("GIC"), a corporation existing under the laws of the Province of Ontario (the "Agreement"), to complete a going public transaction for GIC (the "Proposed Transaction"). Gravitas Financial Inc. (CSE:GFI) currently owns 46.1% of the common shares of GIC. Victory intends that the Proposed Transaction will constitute its "Qualifying Transaction" under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSXV"). For convenience, Victory, as it will exist after completion of the Proposed Transaction, is sometimes referred to herein as the "Resulting Issuer". The Proposed Transaction will not be a Non-Arm's Length Qualifying Transaction as such term is defined under TSXV policies.

Information Concerning GIC

GIC provides a regulated and licensed financial services platform developed to serve the wealth management and investment banking needs of entrepreneurs with an initial focus on those in the Chinese Canadian community. GIC currently has two primary operating subsidiaries:

• 2242257 Ontario Inc. ("2242"): GIC owns approximately 55% of 2242 which owns 95% of Gravitas Securities Inc. ("GSI") and 100% of Gravitas Capital International Inc. ("GCII"). GSI is an IIROC investment dealer and wealth manager with offices in Toronto and Vancouver. GSI is focussed on investment banking and private client wealth management and has $400 million of private client capital and more than 20 financial advisors. GCII is a U.S. broker-dealer specializing in public and private equity and debt offerings, and M&A advisory. GCII is a FINRA member and a member of the SIPC. 
• foreGrowth Inc. ("foreGrowth"): GIC owns 96% of foreGrowth which focuses on designing institutional quality investment products for high-net-worth retail investors. In partnership with GSI, which acts as the portfolio manager and/or investment fund manager of the foreGrowth investment products, foreGrowth launched one fund in 2016 and five funds in 2017 which to date have raised, in aggregate, over $28 million.

Information Concerning Victory

Victory is a capital pool company governed by the policies of the TSXV. The principal business of Victory is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

Trading in the common shares of Victory has been halted. It is unlikely that the common shares of Victory will resume trading until the Proposed Transaction is completed and approved by the TSXV.

Information Regarding the Proposed Transaction

For the purposes of the Proposed Transaction, Victory will be valued at $0.30 per share, based on 5,088,750 common shares of Victory ("Victory Shares") issued and outstanding, and GIC, as it is currently constituted, will be valued based on the lesser of: (a) the post-money valuation implied by a financing raising gross proceeds from majority arm's-length investors of not less than $3 million (the "Financing"); and (b) $30,000,000. The Agreement is to be superseded by a definitive agreement in respect of the Proposed Transaction to be entered into on or before September 7, 2018 (or such other date as may be mutually agreed in writing between GIC and Victory). The transaction is subject to requisite regulatory approvals, including the approval of the TSXV, the Ontario Securities Commission, the Investment Industry Regulatory Organization of Canada and other applicable authorities. The legal structure for the Proposed Transaction will be confirmed after the parties have considered all applicable tax, securities law and accounting efficiencies.  

A comprehensive press release with further particulars relating to the Proposed Transaction, including the Financing, and the Resulting Issuer will follow in accordance with the policies of the TSXV.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence; completion of a financing resulting in sufficient gross proceeds such that the Resulting Issuer shall satisfy the working capital requirements of the TSXV; execution of a definitive agreement in respect of the Proposed Transaction; receipt of regulatory approvals; acceptance of the Proposed Transaction as Victory's Qualifying Transaction by the TSXV; receipt of approval for the listing of the common shares of the Resulting Issuer; shareholders of GIC approving the Proposed Transaction and such other matters necessary to complete the Proposed Transaction; shareholders of Victory approving certain matters ancillary to the Proposed Transaction subject to the completion of the Proposed Transaction. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. 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 press release.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION, NOR SHALL THERE BE ANY OFFER, SALE, OR SOLICITATION OF SECURITIES IN ANY STATE IN THE UNITED STATES IN WHICH SUCH OFFER, SALE, OR SOLICITATION WOULD BE UNLAWFUL.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

Notice on forward-looking statements:

This release includes forward-looking information within the meaning of Canadian securities laws regarding Victory, GIC and their respective subsidiaries and businesses, which may include, but are not limited to, statements with respect to the completion of the Proposed Transaction and the Financing, the terms on which the Proposed Transaction and Financing are intended to be completed, the ability to obtain regulatory and shareholder approvals and other factors. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction and Financing (and the proposed terms upon which the Proposed Transaction and Financing are proposed to be completed), may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including market conditions, economic factors, management's ability to manage and to operate the business of the Resulting Issuer and the equity markets generally.

Although Victory and GIC have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither Victory nor GIC undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

SOURCE Victory Capital Corp.

Victory Capital Corp., Chris Frostad, Director, [email protected]; Gravitas Ilium Corporation: David Carbonaro, Chief Executive Officer, 647 252 1661