/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
TORONTO, April 27, 2022 /CNW/ - Vortex Metals Inc.
(formerly, Victory Capital Corp. ("Victory")) (TSXV: VMS)
(the "Company" or the "Resulting Issuer") is pleased
to announce the closing of its previously announced qualifying
transaction (the "Qualifying Transaction") resulting in the
reverse takeover of the Company by Acapulco Gold Corp.
("Acapulco"), a private company incorporated under the laws
of British Columbia.
The parties to the Qualifying Transaction will make their final
submission to the TSX Venture Exchange (the "Exchange") in
connection with the Exchange's issuance of its listing
bulletin.
It is anticipated that the common shares of the Resulting Issuer
will commence trading on the Exchange under the ticker symbol "VMS"
on or about May 9, 2022.
The Transaction
Effective on or around April 27,
2022, as a condition to the completion of the Qualifying
Transaction, Victory changed its name to "Vortex Metals Inc."
Pursuant to the terms of the Qualifying Transaction, Acapulco
completed a reverse triangular merger (the "Merger") under
the Business Corporations Act (British
Columbia) with 1287878 B.C.
Ltd., a wholly owned subsidiary of Victory, and all of the issued
and outstanding securities of Acapulco were exchanged for
securities (the "Securities Exchange") of the Resulting
Issuer on a one-to-one basis, pursuant to the terms and conditions
of a merger and amalgamation agreement dated February 5, 2021 as amended by the amendment
agreements dated December 23, 2021
and March 31, 2022 (collectively the
"Merger Agreement"). A copy of the Merger Agreement is
available under the Company's profile on SEDAR at
www.sedar.com.
Further to Victory's news release dated October 14, 2021, concurrent with the completion
of the Qualifying Transaction, Victory raised an aggregate gross
proceeds in the amount of approximately $289,000 through the issuance of an aggregate of
1,445,000 subscription receipts ("Victory Subscription
Receipts") of Victory (the "Victory QT Financing").
Additionally, simultaneous with the Victory QT Financing, Acapulco
raised an aggregate gross proceeds in the amount of approximately
$4,043,000 through the issuance of
aggregate of 20,215,000 subscription receipts of Acapulco
("Acapulco Subscription Receipts" and together with
the Victory Subscription Receipts, the "Subscription
Receipts"). Concurrent with the closing of the Qualifying
Transaction, the Subscription Receipts were converted into an
aggregate of 21,660,000 common shares in the capital of the
Resulting Issuer ("Resulting Issuer Shares").
Following the completion of the Securities Exchange and the
conversion of the Subscription Receipts, the Resulting Issuer will
have approximately 60,080,057 Resulting Issuer Shares outstanding
comprised of the following.
- 6,744,102 Resulting Issuer Shares issued to existing holders of
common shares of Acapulco;
- 21,660,000 Resulting Issuer Shares issued to holders of the
Subscription Receipts;
- 5,088,750 Resulting Issuer Shares currently held by the former
shareholders of Victory;
- 25,000,000 Resulting Issuer Shares issued to Paradex Inc. and
various other parties, upon the completion of the purchase of the
Riqueza Marina-Zaachila project, as described in the Filing
Statement (as defined below); and
- 1,587,205 Resulting Issuer Shares issued to certain finders in
connection with the completion of the Qualifying Transaction.
Further details regarding the Qualifying Transaction can be
found in the filing statement of the Resulting Issuer dated
March 31, 2022 (the "Filing
Statement"), a copy of which is available under the Company's
profile on SEDAR at www.sedar.com.
Escrowed Shares
On completion of the Qualifying Transaction, certain Principals
(as defined in the policies of the Exchange) of the Resulting
Issuer holding an aggregate of 4,547,994 Resulting Issuer Shares
are subject to escrow in accordance with Policy 5.4 – Escrow,
Vendor Consideration and Resale Restrictions of the Exchange
("Policy 5.4"), to be released in accordance with the
following schedule.
Release
Dates
|
Percentage of
Total Escrowed Securities to be Released
|
Total Number of
Escrowed Securities to be Released
|
Date of Final
Exchange Bulletin
|
10%
|
454,799
|
6 months following
Exchange Bulletin
|
15%
|
682,199
|
12 months following
Exchange Bulletin
|
15%
|
682,199
|
18 months following
Exchange Bulletin
|
15%
|
682,199
|
24 months following
Exchange Bulletin
|
15%
|
682,199
|
30 months following
Exchange Bulletin
|
15%
|
682,199
|
36 months following
Exchange Bulletin
|
15%
|
682,200
|
TOTAL
|
100%
|
4,547,994
|
In addition, certain former shareholders of Vortex entered into
a CPC Escrow Agreement (the "CPC Escrow Agreement") with the
Exchange and Computershare Investors Services Inc., as escrow
agent, in respect of 1,200,000 Resulting Issuer Shares. Under
the terms of the CPC Escrow Agreement, 25% of the escrowed shares
will be released at the time of the Final Exchange Bulletin, with
an additional 25% released on each 6 month anniversary thereafter.
Computershare Investors Services Inc. acts as escrow agent in
respect of the CPC Escrow Agreement.
In addition, on completion of the Qualifying Transaction,
certain former shareholders of Acapulco holding an aggregate of
26,157,651 Resulting Issuer Shares are subject to seed share
resale restrictions ("SSRR") pursuant to section 10 of
Policy 5.4 and have entered into a Value Security Escrow Agreement
(as such term is defined under the policies of the Exchange) with
TSX Trust Company.
Board of Directors and Executive Management
Following the completion of the Qualifying Transaction, the
following individuals comprise the directors and officers of the
Company:
- Vikas Ranjan - Director and
Chief Executive Officer
- Roger He - Chief Financial
Officer
- Sheryl Dhillon - Corporate
Secretary
- Michael Williams - Chairman and
Director
- John Larson - Director
Auditors
Concurrent with the closing of the Qualifying Transaction,
Davidson & Company LLP has been appointed auditors of the
Company.
Additional Information for Shareholders
The Company's transfer agent, Computershare Investor Services
Inc., will be mailing Direct Registration System statements to all
former securityholders of Acapulco (other than for those that are
required to be in certificated form) setting out each holder's
shareholdings. The CUSIP number for Resulting Issuer Shares is
92905U106.
Former holders of common shares of Victory will be receiving by
mail, from Computershare Investor Services Inc., a letter of
transmittal with instructions on how to remit their former common
shares of Victory for Resulting Issuer Shares.
For further information, please refer to the Filing Statement
posted to the Company's issuer profile on SEDAR at www.sedar.com,
as well as the press releases dated February
8, 2021, August 6, 2021,
October 14, 2021, November 8, 2021, December
9, 2021, January 25, 2022 and
April 4, 2022.
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.
Disclaimer
Investors are cautioned that, except as disclosed in the
Filing Statement prepared in connection with the Qualifying
Transaction, any information released or received with respect to
the Qualifying Transaction may not be accurate or complete and
should not be relied upon. Trading in the securities of the Company
should be considered highly speculative.
The TSXV has in no way passed upon the merits of the
Qualifying Transaction and has neither approved nor disapproved the
contents of this news release.
Neither the Exchange nor its Regulation Service Provider
(as defined policies of the Exchange) accepts responsibility for
the adequacy or accuracy of this press release.
This news release shall not constitute an offer to sell or
the solicitation of an offer to buy any securities in any
jurisdiction. Any securities referred to herein have not been, nor
will they be, registered under the United States Securities Act of
1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent
registration or an applicable exemption from the registration
requirements of the United States Securities Act of 1933, as
amended, and applicable state securities laws.
Forward-Looking Statements
This press release may contain certain forward-looking
information and statements ("forward-looking information") within
the meaning of applicable Canadian securities legislation, that are
not based on historical fact, including without limitation
statements containing the words "believes", "anticipates", "plans",
"intends", "will", "should", "expects", "continue", "estimate",
"forecasts" and other similar expressions. Readers are cautioned to
not place undue reliance on forward-looking information. Actual
results and developments may differ materially from those
contemplated by these statements. The Company undertakes no
obligation to comment analyses, expectations or statements made by
third-parties in respect of the Company, its securities, or
financial or operating results (as applicable). Although the
Company believes that the expectations reflected in forward-looking
information in this press release are reasonable, such
forward-looking information has been based on expectations, factors
and assumptions concerning future events which may prove to be
inaccurate and are subject to numerous risks and uncertainties,
certain of which are beyond the Company's control, including the
risk factors discussed in the Filing Statement which are
incorporated herein by reference and are available through SEDAR at
www.sedar.com. The forward-looking information contained in this
press release are expressly qualified by this cautionary statement
and are made as of the date hereof. The Company disclaims any
intention and has no obligation or responsibility, except as
required by law, to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise.
SOURCE Vortex Metals Inc. (formerly, Victory Capital Corp.)