Victory Capital Provides Update on Qualifying Transaction

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Nov. 8, 2021 /CNW/ - Victory Capital Corp. (TSXV: VIC.P) (the "Company" or "Victory"), a capital pool company ("CPC") pursuant to Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange (the "Exchange"), is pleased to provide an update further to its previous press releases dated 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 Transaction"), which will result in Acapulco becoming a wholly-owned subsidiary of Victory (after completion of the Proposed Transaction, the "Resulting Issuer"). The Proposed Transaction will constitute the completion of Victory's Qualifying Transaction (as such term is defined in CPC Policy of the Exchange)

Updated Acapulco Financial Information

Acapulco has 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 Statements"). A summary of the Financial Statements is provided below:

	June 30, 2021 Unaudited	December 31, 2020 Audited	December 31, 2019 Audited
Cash and Cash Equivalents	$8,030	$15,171	$85,842
Total Assets	$10,684	$16,480	$86,617
Total Liabilities	$223,374	$193,495	$129,586
Shareholder Equity/(deficiency)	$(212,690)	$(177,015)	$(129,586)
Total Income	$Nil	$7,327	$7,327
Total Expenses	$35,675	$141,373	$56,676
Loss and comprehensive loss	$35,675	$134,046	$43,071

Insiders of the Resulting Issuer

Further to the press release dated February 8, 2021, additional members of the senior management team of the Resulting Issuer are anticipated to include:

Roger He, Vancouver, British Columbia, Chief Financial Officer of the Resulting Issuer

Roger He is a finance and accounting professional with a MSC in finance from Simon Fraser University, BC, Canada. His background includes over 10 years' experience in diverse areas of assurance, accounting, corporate finance, capital market, and investing. He is a partner of GIC Merchant bank and his experiences encompasses working in varieties of finance and accounting senior executive roles. Mr. He has extensive experiences to seek growth capital from oversea institutions.

He currently serves on the board of numbers of public companies and private companies. He is a CPA with practitioner license and a member of CFA. 

Sheryl Dhillon, Richmond, British Columbia,  Corporate Secretary of the Resulting Issuer

Sheryl Dhillon is a highly 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 Canadian stock exchanges.

Finder Fee

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 in connection with the Proposed Transaction.

Bridge Loan

Victory will provide Acapulco an additional secured bridge loan in the aggregate amount of up to $125,000 for working capital purposes (the "Additional Bridge Loan"). This Additional Bridge Loan is subject to the approval of the Exchange and is in addition to the initial secured bridge loan extended by Victory to Acapulco in the amount of $100,000. The Additional Bridge Loan bears an interest rate of 6% per annum and the outstanding principal plus accrued interest shall be payable back on the earlier of: (i) receipt of final approval of the Exchange for the Proposed Transaction; and (ii) December 31, 2021.

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.

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.

Forward-Looking Statements Disclaimer and Reader Advisory

Not for dissemination in the United States or for distribution to U.S. newswire services. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, a person in the United States or a U.S. person (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and any applicable state securities laws, or compliance with an exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

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 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 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 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.

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 common shares of Victory will remain halted until such time as permission to resume trading has been obtained from the Exchange. Victory is a reporting issuer in Alberta, British Columbia, Saskatchewan, and Ontario.

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.

SOURCE Victory Capital Corp.

For more information about Victory, please contact: Raj Dewan, Director, at [phone]