/THIS PRESS RELEASE IS NOT INTENDED FOR RELEASE OR DISSEMINATION
IN THE UNITED STATES/
VANCOUVER, BC, Dec. 22, 2020 /CNW/ - Victory Metals
Inc. (TSXV: VMX) ("Victory") is pleased to announce
that, further to its news release dated December 4, 2020, and due to significant demand,
Victory has increased the size of its non-brokered private
placement financing (the "Private Placement") of
subscription receipts of Victory ("Subscription Receipts")
from $8 million to approximately
$17.5 million. The Private
Placement is expected to close in two tranches, with the first
tranche anticipated to close on December 23,
2020 and the second tranche to close in January 2021. The Subscription Receipts will be
issued at a price of $0.55 per
Subscription Receipt (the "Subscription Price").
The Private Placement is being conducted in conjunction with the
previously announced merger of equals transaction (the
"Merger") between Victory and Nevada King Mining Ltd.
("Nevada King") pursuant to
which Victory will acquire all the issued and outstanding shares of
Nevada King 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.
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 Transaction 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.
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; 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