VANCOUVER, BC, Dec. 15, 2020 /CNW/ - Victory Metals
Inc. (TSX-V: VMX) ("Victory") and Nevada King Mining Ltd. ("Nevada King"), a private B.C. company, are
pleased to announce that they have entered into a definitive
arrangement agreement (the "Agreement") dated December 14, 2020, with respect to their
previously announced "merger of equals" transaction.
Pursuant to the Agreement, Victory will acquire all of the
issued and outstanding shares of Nevada King ("Nevada King Shares") by way of statutory
plan of arrangement (the "Arrangement") whereby all of the
outstanding Nevada King Shares
will be exchanged for common shares of Victory (the "Victory
Shares"). The shareholders of Nevada King will hold 50% of the issued and
outstanding Victory Shares following completion of the Arrangement
(the "Exchange Ratio").
The Agreement was entered into pursuant to, and replaces, the
previously announced binding letter agreement between Victory and
Nevada King dated November 16, 2020.
The completion of the Arrangement is subject to the completion
of a minimum CDN$8 million
non-brokered private placement (the "Private Placement") by
Victory. The Private Placement will be conducted on a
post-Arrangement basis and, as such, the common shares of the
resulting issuer to be issued to subscribers of the Private
Placement will not be considered in the calculation of the Exchange
Ratio. Palisades Goldcorp Ltd. ("Palisades"), a major
shareholder of both Nevada King
and Victory, has committed to subscribe for any portion of the
Private Placement that is not taken up by other investors.
Other customary conditions to the completion of the Arrangement
include approval of the plan of arrangement by the shareholders of
Nevada King; approval of the
issuance of the Victory Shares to the Nevada King shareholders and certain other
matters by the shareholders of Victory; court approval; approval of
the TSX Venture Exchange; and other conditions customary for a
transaction of this nature.
For further information regarding the Arrangement, please refer
to the Victory and Nevada King
news release dated November 17, 2020.
The material terms of the Agreement are consistent with the terms
of the previously announced binding letter agreement. Additional
details regarding the Arrangement, including Victory's assumption
of any liabilities of Nevada King,
are included in the Agreement and will be included in the materials
to be mailed to the shareholders of Victory and Nevada King for their respective shareholder
meetings required in connection with the Arrangement.
The transaction is a "business combination" subject to
Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions (" MI-61-101").
MI-61-101 provides that, in certain circumstances, where a "related
party" (as defined in MI-61-101) of an issuer is acquiring
the issuer, such transaction may be considered a "business
combination" for the purposes of MI-61-101 and may be subject to
minority shareholder approval, formal valuation and other
requirements. Palisades is both a major shareholder of
Victory and Nevada King, holding
approximately 50% of the Victory Shares and 46% of the Nevada King Shares. Consequently,
minority shareholder approval of the Victory shareholders will be
required for the Arrangement. It is expected that the
Arrangement will be exempt from the formal valuation requirement
of MI-61-101 as Victory is not listed on a specified market
set out in section 4.4(1)(a) of MI-61-101.
About Victory
Victory owns a 100% interest in the Iron Point Vanadium Project,
located 22 miles east of Winnemucca,
Nevada. The project is located within a few miles of
Interstate 80, has high voltage electric power lines running
through the project area and a railroad line passing across the
northern property boundary. Victory is well financed to advance the
project through resource estimation and initial feasibility study
work. Victory has a proven capital markets and mining team led by
Executive Chairman Paul Matysek.
Major shareholders include Palisades (50%), and management,
directors and founders (27%).
Please see Victory's website at www.victorymetals.ca.
About Nevada King
Nevada King is the fourth
largest mineral claim holder in the State
of Nevada, and the fastest growing mineral claim holder in
the United States. Nevada King owns 100% of the Atlanta Mine,
located 100km southeast of Ely,
Nevada, which is a historical gold-silver producer that
currently hosts a NI43-101 compliant mineral resource estimate
constrained by a conceptual pit containing 11 million tonnes of
measured and indicated resources grading 1.3g/t Au and containing
460,000 Au oz (Table 1-1). Inferred mineral resources are 5.31
million tonnes grading 0.83 g/t Au containing 142,000 Au oz. Past
open pit production is reported to have been 110,000 oz Au and
800,000 oz. Ag (1975 - 1985). Exploration activities are currently
covered by a BLM-approved Plan of Operations. Existing
infrastructure includes electricity to the mine, phone/internet
communications, access via a graded county road, and abundant water
supply. The resource area remains open for expansion through
further drilling.
Please see Nevada King's
website at www.nevadaking.ca
The technical information surrounding the recently released NI
43-101 compliant mineral resource for the Atlanta Mine has been
reviewed and approved by Kevin
Francis, SME RM, who is a
Qualified Person as defined by National Instrument 43-101.
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 Arrangement; the
terms of the Private Placement, the terms of the Agreement, and the
completion of the Arrangement. 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 Arrangement, the failure or
Victory shareholders or Nevada
King shareholders to approve the transaction, the failure of the
TSX Venture Exchange to approve the Arrangement 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.
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SOURCE Victory Metals Inc
