/THIS PRESS RELEASE IS NOT INTENDED FOR
RELEASE OR DISSEMINATION IN THE UNITED STATES./
VANCOUVER, BC, Dec. 23, 2020 /CNW/ - Victory Metals
Inc. (TSX-V: VMX) ("Victory" or the "Company")
is pleased to announce that, further to its news release dated
December 4, 2020 and December 22, 2020, it has closed, subject to
final approval of the TSX Venture Exchange ("TSX-V"), the
first tranche of its non-brokered private placement financing (the
"Private Placement") of subscription receipts of Victory
("Subscription Receipts"). Pursuant to the Private
Placement, Victory issued 27,569,702 Subscription Receipts at a
price of $0.55 per Subscription
Receipt (the "Subscription Price") for aggregate gross proceeds of
$ 15,163,336 million.
Highlights:
- Victory originally announced that it intended to complete the
Private Placement for a minimum of $8
million. On December 22, 2020
Victory announced an increase in the size of the Private Placement
to approximately $17.5 million to
accommodate significant excess demand.
- The first tranche of $15.2
million in gross proceeds has now closed.
- Crescat Capital LLC, a Denver
based hedge fund, has provided a $1.5
million lead order towards a second tranche of the Private
Placement which will close on or about January 15, 2021. The Company may accept
additional subscriptions in this second tranche.
Collin Kettell, CEO of Victory,
commented: "The completion of the proposed merger with Nevada King will create a new leading Nevada
focused gold explorer. The newly formed company will hold the
fourth largest land position in Nevada, with only Barrick, Newmont and
Kinross having larger land
holdings. Of particular note and materiality, all projects are held
along the prolific Battle Mountain Gold Trend, with a compelling
portfolio of gold targets a number of which the Company intends to
move to the drill stage in 2021. Our team looks forward to
embarking on a focused and fruitful 2021."
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 Private Placement, and the
underlying Victory Shares issuable upon conversion thereof, will be
subject to a hold period under applicable Canadian securities law
expiring on April 24, 2021.
Finder's fees in an aggregate amount of $394,008.55 be paid in cash to certain finders on
a portion of the Private Placement, subject to compliance with
TSX-V policies and applicable securities legislation.
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 expect 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.
Certain insiders of the Company subscribed for 300,000
Subscription Receipts pursuant to the Private
Placement. Participation by insiders constitutes a
related party transaction as defined under Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). Victory is relying on
exemptions from the formal valuation and minority shareholder
approval requirements provided under sections 5.5(a) and 5.7(1)(a)
of MI 61-101, as the fair market value of the Subscription Receipts
issued to such related parties does not exceed 25% of Victory's
market capitalization. Victory did not include this information in
a material change report 21 days prior to the closing of the
Private Placement as the details of the participation of insiders
of Victory had not been confirmed at that time.
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, the expected closing of the second tranche, 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