/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION
IN THE UNITED STATES. THIS NEWS
RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY 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. THIS NEWS RELEASE DOES NOT
CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES./
TORONTO, May 9, 2022
/CNW/ - Vortex Metals Inc. (formerly, Victory Capital Corp.
("Victory")) (TSXV: VMS) (the "Company" or the
"Resulting Issuer") is pleased to announce that the TSX
Venture Exchange (the "TSXV") has published its final
exchange bulletin in connection with the Company's 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 the Province of British Columbia. For
additional information regarding the Qualifying Transaction, see
the Company's news release dated April 27,
2022 and the filing statement of the Company dated
March 31, 2022 (the "Filing
Statement"), a copy of which is available under the Company's
profile on SEDAR at www.sedar.com.
Trading in the Company's common shares ("RI Common
Shares") on the TSXV is expected to commence at market open on
May 10, 2022.
Early Warning Report
The transaction that triggered the requirement to file the below
enumerated report was the Qualifying Transaction, as more fully
described in the Filing Statement filed on the Company's SEDAR
profile. The early warning report dated May
9, 2022 described below was filed under the Company's
profile on SEDAR at www.sedar.com.
Paradex Inc.
Pursuant to the terms of the Qualifying Transaction, Paradex
Inc. ("Paradex") with an address for service at 4545 E
Coronado Ridge Ln, acquired 9,545,444 RI Common Shares on
April 27, 2022, in exchange for
securities of Acapulco previously
held by Paradex on the same basis as all other prior security
holders of Acapulco.
As a result of the Qualifying Transaction and in connection with
the exchange of Acapulco
securities for securities of the Company, Paradex acquired direct
and indirect ownership and control of 9,545,444 RI Common Shares,
representing approximately 15.89% of the issued and outstanding RI
Common Shares on a non-fully diluted basis as of the date of the
closing of the Qualifying Transaction. Prior to the Qualifying
Transaction, neither Paradex nor any joint actor had ownership or
control of any securities of the Company. The RI Common Shares
acquired by Paradex were issued from treasury pursuant to the
Qualifying Transaction for deemed consideration per RI Common Share
of $0.20, for an aggregate deemed
consideration paid of approximately C$1,909,089.
Paradex holds the RI Common Shares for investment purposes and
does not have any current intentions to increase or decrease his
beneficial ownership or control or direction over any additional
securities of the Company. As disclosed in the Filing Statement,
the RI Common Shares held by Paradex (the "Escrowed
Securities") are subject to a value security escrow agreement
in accordance with Policy 5.4 – Escrow, Vendor Consideration and
Resale Restrictions of the Exchange ("Escrow
Agreement"). Upon release of the Escrowed Securities from
escrow pursuant to the Escrow Agreement, Paradex may, from time to
time and depending on market and other conditions, acquire
additional RI Common Shares and/or other equity, debt or other
securities or instruments of the Company in the open market or
otherwise, and reserves the right to dispose of any or all of the
securities in the open market or otherwise at any time and from
time to time, and to engage in similar transactions with respect to
the securities, the whole depending on market conditions, the
business and prospects of the Company and other relevant factors
(in accordance with the terms of the Escrow Agreement).
About Vortex Metals Inc.
Vortex Metals Inc. is the parent company of Mexican subsidiary
Empresa Minera Acagold, S.A. de C.V., which is the owner of a 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.
Share numbers noted in this press release may not match the
numbers disclosed in the Filing Statement due to rounding pursuant
to the process of completing the consolidations described above and
the exchange of Acapulco
securities for post-consolidation common shares, as well adjustment
based on the aggregate amount of interest on the Acapulco convertible notes (which is
calculated on a daily basis), accrued up to the actual date of
conversion.
SOURCE Vortex Metals Inc. (formerly, Victory Capital Corp.)