VICTORY CAPITAL FILES FILING STATEMENT AND OBTAINS CONDITIONAL APPROVAL FOR QUALIFYING TRANSACTION WITH ACAPULCO GOLD CORP.

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TORONTO, April 4, 2022 /CNW/ - Victory Capital Corp. (TSXV: VIC.P) ("Victory" or the "Company"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), and Acapulco Gold Corp. ("Acapulco") are pleased to announce that the Exchange has conditionally approved the proposed business combination (the "Proposed Transaction") between Acapulco and the Company as previously announced in the Company's press releases dated November 25, 2020, February 8, 2021, August 6, 2021, October 14, 2021, November 9, 2021, December 9, 2021, and January 25, 2022. The Proposed Transaction remains subject to the final approval of the Exchange and satisfaction of closing conditions customary for transactions of this nature. The Company, upon and subject to completion of the Proposed Transaction (the "Resulting Issuer"), will continue under the name "Vortex Metals Inc." and trade on the Exchange under the symbol "VMS". The Proposed Transaction is expected to close on or about April 22, 2022. The Company and Acapulco have entered into an amending agreement extending the outside date for completion of the Proposed Transaction to July 31, 2022.

The Company has filed a filing statement today that is dated effective March 31, 2022 (the "Filing Statement") with the Exchange and on the Company's SEDAR profile at www.sedar.com. Additional information in respect of the Proposed Transaction, the Company and Acapulco can be found in the Filing Statement.

In accordance with the policies of the Exchange, the Company's common shares are currently halted from trading and will remain so until such time as required by Exchange policies.

About Victory Capital Corp.

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 for the Proposed Transaction. 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.

About Acapulco Gold Corp.

Acapulco Gold Corp, and its wholly owned Mexico subsidiary Empresa Minera Acagold,S.A. de C.V., is a private corporation which  has  entered into an agreement for 100% interest in two drill-ready high-potential copper-gold volcanogenic massive sulfide  (VMS) properties (Riqueza  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 incorporate the most highly prospective areas of high-grade copper mineralized surface exposures ('gossans') and prominent gravity anomalies along an emerging copper-gold  VMS  belt  that  includes  Minaurum  Gold's Santa Marta project. 

All information in this Press Release relating to Acapulco is the sole responsibility of Acapulco. Management of Victory has not independently reviewed this disclosure nor has Victory's management hired any third party consultants or contractors to verify such information.

ON BEHALF OF THE BOARD OF DIRECTORS:

Zelong (Roger) He 
Chief Executive Officer 
Email:  [email protected]

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. 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 Filing Statement 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 the securities of a capital pool company should be considered 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.

All information contained in this news release with respect to Victory and Acapulco was supplied by the parties, respectively, for inclusion herein, and Victory and its directors and officers have relied on Acapulco for any information concerning such party.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Information

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements, including statements relating to the completion of the Proposed Transaction, the proposed business of the Resulting Issuer on completion of the Proposed Transaction, the closing date of the Proposed Transaction, the proposed listing for trading of the Resulting Issuer common shares, shareholder, director and regulatory approvals, and future press releases and disclosure. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of Victory and Acapulco may differ materially from those anticipated and indicated by these forward looking statements. Although each of Victory and Acapulco believes that the expectations reflected in forward looking statements herein are reasonable, they can give no assurances that the expectations of any forward looking statements herein will prove to be correct. Except as required by law, each of Victory and Acapulco disclaims any intention and assume no obligation to update or revise any forward looking statements herein 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.

SOURCE Victory Capital Corp.

Zelong (Roger) He, Chief Executive Officer, Email: [email protected]