Victory Metals Inc. (TSX-V: VMX) 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 the second and final tranche of its non-brokered private placement financing of subscription receipts of Victory. 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 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 between Victory and Nevada King Mining Ltd. under which Victory will acquire all the issued and outstanding shares of Nevada King for common shares of Victory.

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.