/THIS PRESS RELEASE IS NOT INTENDED FOR
RELEASE OR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, Dec. 7, 2020 /CNW/ - Victory Metals
Inc. (TSXV: VMX) ("Victory") is pleased to
announce that it will be conducting a non-brokered private
placement financing (the "Private Placement") of at least
14,545,455 subscription receipts of Victory ("Subscription
Receipts"). The Subscription Receipts will be issued at a price
of $0.55 per Subscription Receipt
(the "Subscription Price") for aggregate gross proceeds of
at least $8 million.
On November 20, 2020, Victory and
Nevada King Mining Ltd. ("Nevada
King") announced a merger of equals transaction (the
"Merger") under which Victory will acquire all the
issued and outstanding shares of Nevada
King ("Nevada King Shares") for common shares of
Victory (the "Victory Shares"), with the shareholders of
Nevada King to hold 50% of the
issued and outstanding Victory Shares on completion of the Merger.
In addition to customary conditions to completion of the Merger,
including shareholder, court and regulatory approvals, a key
business condition is the completion of an $8 million financing at an effective price per
Victory share of not less than $0.50.
While Palisades Goldcorp Ltd., a major shareholder of both
Nevada King and Victory, has
provided a "backstop" commitment to subscribe for any portion of
the Private Placement that is not taken up by other investors,
Victory is undertaking the Private Placement at this time to offer
other investors the opportunity to participate, as well as to
satisfy this condition to completion of the Merger as soon as
practical. Completion of the Private Placement is subject to
certain conditions including, but not limited to, the receipt of
all necessary approvals including the approval of the TSX Venture
Exchange.
Details Regarding The Subscription Receipts
The Subscription Receipts will be issued pursuant to a
subscription receipt agreement to be entered into between Victory
and the subscription receipt agent (the "Subscription Receipt
Agreement"). Pursuant to the Subscription Receipt Agreement,
each Subscription Receipt will entitle 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 proceeds of the Private Placement will be held in escrow
pending the completion of the Merger. If the Merger is not
completed before April 16, 2020, 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 Subscription Receipts to be issued under the Private
Placement and the Victory Shares to be issued in exchange for the
Subscription Receipts upon the closing of the Merger will be
subject to a statutory hold period expiring four months and one day
from the closing date of the Private Placement.
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 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.
Update Regarding Annual General Meeting
In respect of Victory's annual general meeting of shareholders
for the year 2020 (the "AGM"), Victory has applied for and
received an exemption from the B.C. Registrar of Companies allowing
Victory to hold the AGM before April 30,
2021. Victory plans to hold the AGM in connection with
seeking shareholder approval for the Merger sometime in the first
quarter of 2021. Victory is also relying on an exemption provided
in BC Instrument 51-516 - Temporary Exemptions from Certain
Requirements to File or Send Securityholder Materials with
respect to its 2020 executive compensation disclosure which would
typically be included in Victory's management information circular
provided to shareholders in connection with the AGM.
On Behalf of the Board of Directors of
VICTORY METALS INC.
Paul Matysek
Executive Chairman and Director
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.
Cautionary Statements Regarding Forward Looking
Information
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 the terms of the Private
Placement, the terms of the Merger; Victory's future outlook and
anticipated events or results; the AGM or Victory's executive
compensation disclosure and the completion of the Private Placement
and 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 the 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, the 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 Venture Exchange 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