Acapulco Gold Corporation entered into a letter of intent to acquire Victory Capital Corp. (TSXV:VIC.P) in a reverse merger transaction on November 24, 2020. As of February 5, 2021, Acapulco Gold Corporation signed a definitive agreement to acquire Victory Capital Corp. in a reverse merger transaction. Under the transaction, Victory will issue its securities to the shareholders of Acapulco. The transaction will result in a reverse take-over of Victory where the existing shareholders of Acapulco will own a majority of the outstanding common shares of Victory. The transaction will be structured as a share exchange, plan of arrangement, amalgamation or other form of business combination as advised. Under the terms of the definitive agreement, as consideration, holders of the issued and outstanding common shares of Acapulco will receive 1 Victory common share for each 1 Acapulco share held. As such, Victory will issue approximately an aggregate of 32,460,771 Victory Common Shares to the shareholders of Acapulco. Subsequent to the execution of the LOI and the approval of the TSXV, Victory will provide Acapulco with a bridge loan of CAD 0.1 million for working capital purposes, of which CAD 25,000 may be immediately advanced to Acapulco. In conjunction with the transaction, Acapulco intends to complete a concurrent private placement for aggregate gross proceeds of a minimum of CAD 2.5 million up to a maximum of CAD 3.5 million, through the offering of securities of Acapulco. Acapulco closed a private placement of subscription receipts of Acapulco (the “Acapulco Subscription Receipts”) for aggregate gross proceeds of approximately CAD 3.103 million through the issuance of 15,515,000 Acapulco Subscription Receipts. As a result of the transaction, Acapulco will become a wholly-owned subsidiary of Victory. Victory will be renamed to such name as determined by Acapulco (the “Resulting Issuer”). Resulting Issuer will continue under the name “Vortex Metals Inc.” and trade on the Exchange under the symbol "VMS". Upon completion of the transaction, it is anticipated that the Resulting Issuer will be a Tier 2 - Mining Issuer. Upon completion of the proposed transaction, it is anticipated that the Board of Directors of the Resulting Issuer will consist of four nominees: Michael Williams (Chairman), David Jones, John Larson, and Vikas Ranjan. The management of the Resulting Issuer shall be determined by Victory and Acapulco.

The completion of the transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence review, negotiation and execution of the Definitive Agreement and accompanying transaction documents, approval by the Boards of Directors of each of Victory and Acapulco, approval of the shareholders of Acapulco (if applicable), obtaining necessary third party approvals, TSXV acceptance and closing of the Private Placement for gross proceeds of not less than CAD 2 million. The LOI contemplates that Victory and Acapulco will negotiate and enter into a definitive agreement in respect of the transaction on or before December 30, 2020. As of April 4, 2022, TSX Venture Exchange has conditionally approved the proposed business combination. The Proposed Transaction remains subject to the final approval of the Exchange and satisfaction of closing conditions customary for transactions of this nature.

As of February 5, 2021, the transaction is expected to complete no later than June 30, 2021. As of April 4, 2022, transaction is expected to close on or about April 22, 2022. Parties have entered into an amending agreement extending the outside date for completion of the Proposed Transaction to July 31, 2022. Odyssey Trust Company acted as registrar and DuMoulin Black LLP acted as legal advisor to Acapulco. Computer Investor Services Inc. acted as transfer agent and registrar to Victory.

Acapulco Gold Corporation completed the acquisition of Victory Capital Corp. (TSXV:VIC.P) in a reverse merger transaction on April 27, 2022. It is anticipated that the common shares of the Resulting Issuer will commence trading on the Exchange under the ticker symbol “VMS” on or about May 9, 2022. Following the completion of the Qualifying Transaction, Resulting Issuer's directors and officers includes Vikas Ranjan - Director and Chief Executive Officer, Roger He - Chief Financial Officer, Sheryl Dhillon - Corporate Secretary, Michael Williams - Chairman and Director and John Larson - Director.