/THIS PRESS RELEASE IS NOT INTENDED FOR RELEASE OR DISSEMINATION
IN THE UNITED STATES/
VANCOUVER, BC, Jan. 18, 2021 /CNW/ - Victory Metals
Inc. (TSX-V: VMX) ("Victory" or the
"Company") is pleased to announce that on January 15, 2021, further to its news releases in
December 2020, it closed, subject to
final approval of the TSX Venture Exchange ("TSX-V"), the
second and final tranche of its non-brokered private placement
financing (the "Private Placement") of subscription receipts
of Victory ("Subscription Receipts"). In connection with the
second and final tranche of the Private Placement, Victory issued
5,237,200 Subscription Receipts at a price of $0.55 per Subscription Receipt (the
("Subscription Price") for gross proceeds of $2,880,460. Together with the first tranche of
the Private Placement, Victory issued an aggregate of 32,806,902
Subscription Receipts for aggregate gross proceeds of $18,043,796.10.
Highlights:
- Victory originally announced on December
7, 2020, that it intended to complete the Private Placement
for a minimum of $8 million.
- Victory announced on December 22,
2020, an increase in the size of the Private Placement to
approximately $17.5 million to
accommodate significant excess demand.
- The first tranche of $15,163,336
in gross proceeds closed on December 23,
2020.
- The second tranche has now closed with Crescat Capital LLC, a
Denver-based hedge fund, providing
the lead order.
Financing Summary:
The completion of the Private Placement by Victory represents
the satisfaction of one closing condition to the previously
announced a merger of equals transaction (the "Merger")
between Victory and Nevada King Mining Ltd. ("Nevada King") under which Victory will
acquire all the issued and outstanding shares of Nevada King for common shares of Victory (the
"Victory Shares").
The proceeds of the Private Placement will be used to advance
Victory's development and exploration stage assets and for other
general corporate purposes.
The Subscription Receipts were issued pursuant to a subscription
receipt agreement entered into between Victory and Alliance Trust
Company, the subscription receipt agent, dated December 23, 2020. Each Subscription Receipt
entitles the holder to receive one post-Merger Victory Share
immediately after closing of the Merger, subject to other standard
conditions, without further action on the part of the holder and
without payment of additional consideration. The Subscription
Receipts issued pursuant to the second and final tranche of the
Private Placement, and the underlying Victory Shares issuable upon
conversion thereof, are subject to a hold period under applicable
Canadian securities law expiring on May 16,
2021.
In connection with the Private Placement as a whole, cash
finder's fees in an aggregate amount of $662,487.53 were paid to certain finders on a
portion of the Private Placement, subject to compliance with TSX-V
policies and applicable securities legislation, are applicable.
The completion of the Merger, and the automatic conversion of
the Subscription Receipts thereafter, remains subject to customary
closing conditions including approval of the TSX-V, shareholders,
and the court. The proceeds of the Private Placement will be held
in escrow pending the completion of the Merger. Victory expects to
complete the Merger in the first quarter of 2021. If the Merger is
not completed before April 16, 2021,
the Subscription Receipts will be deemed to be cancelled and the
holders of Subscription Receipts will receive a cash amount equal
to the aggregate Subscription Price of their Subscription Receipts
and any interest that was earned on the Subscription Price.
The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent
registration or an applicable exemption from the registration
requirements. This news 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.
Please see the Company's website at www.victorymetals.ca.
On Behalf of the Board of Directors of
VICTORY METALS INC.
Paul Matysek
Executive Chairman and Director
Cautionary Statements Regarding Forward Looking
Information
Neither the 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.
This news release contains certain "forward-looking information"
and "forward-looking statements" (collectively "forward-looking
statements") within the meaning of applicable securities
legislation. All statements, other than statements of historical
fact, included herein, without limitation, statements relating the
future operations and activities of Victory, are forward-looking
statements. Forward-looking statements are frequently, but not
always, identified by words such as "expects", "anticipates",
"believes", "intends", "estimates", "potential", "possible", and
similar expressions, or statements that events, conditions, or
results "will", "may", "could", or" should" occur or be achieved.
Forward-looking statements in this news release relate to, among
other things, statements relating to the use of proceeds of the
Private Placement, final approval of the TSX Venture Exchange, the
conversion of the Subscription Receipts, the terms of the Merger,
Victory's operations following the Merger and the completion of the
Merger. Actual future results may differ materially. There can be
no assurance that such statements will prove to be accurate, and
actual results and future events could differ materially from those
anticipated in such statements. Forward-looking statements reflect
the beliefs, opinions and projections on the date the statements
are made and are based upon a number of assumptions and estimates
that, while considered reasonable by Victory, are inherently
subject to significant business, economic, competitive, political
and social uncertainties and contingencies. Many factors, both
known and unknown, could cause actual results, performance or
achievements to be materially different from the results,
performance or achievements that are or may be expressed or implied
by such forward-looking statements and the parties have made
assumptions and estimates based on or related to many of these
factors. Such factors include, without limitation, Victory's
failure to complete the Merger, the failure or Victory shareholders
or Nevada King shareholders to
approve the Merger, the failure of the TSX-V to approve the Merger
and the Private Placement and management's discretion to reallocate
the use of proceeds. Readers should not place undue reliance on the
forward-looking statements and information contained in this news
release concerning these items. Victory does not assume any
obligation to update the forward-looking statements of beliefs,
opinions, projections, or other factors, should they change, except
as required by applicable securities laws.
SOURCE Victory Metals Inc
