Victory Opportunities 1 closes QT, changes name

Executive Summary

• Victory Opportunities 1 Corp. has closed a qualifying transaction (reverse takeover) with Excalibur Metals Corp., resulting in a name change to Excalibur Metals Corp. and a focus on the exploration and development of the Bellehelen gold project in Nevada.
• The transaction involved the issuance of common shares to Excalibur shareholders on a one-for-one basis and the assumption of Excalibur’s business operations.
• Concurrent with the closing, the company completed private placement financings raising approximately $2.67 million, with net proceeds designated for mineral exploration, development, and working capital.

Key Details

• Transaction Structure: Victory Opportunities 1 Corp. acquired all issued and outstanding common shares of Excalibur Metals Corp. via amalgamation under the BCBCA. The resulting entity is now named Excalibur Metals Corp.
• Share Exchange Ratio: Each Excalibur shareholder received one common share of the resulting issuer for each Excalibur share held. All convertible securities were exchanged for equivalent convertible securities of the new entity.
• Financing Details:
  • Concurrent Financing: Excalibur issued 16,256,830 subscription receipts at $0.15 per receipt, generating gross proceeds of $2,439,874.50. These automatically converted into shares upon conditional approval.
  • Finder’s Fees: Paid $155,919.72 in cash and 1,039,465 non-transferable finder warrants (exercise price $0.15, term of two years) to brokerage firms.
  • Additional Private Placement: On Sept. 9, 2025, the company will issue 1,566,666 shares at $0.15 per share for gross proceeds of $234,999.90. These shares are subject to a statutory hold period expiring Jan. 10, 2026.
  • Total Gross Proceeds: $2,674,874.40.
• Post-Closing Capitalization:
  • Issued and Outstanding: 45,450,496 common shares.
  • Warrants: 1,280,905 broker warrants outstanding.
  • Future Issuance: 166,667 common shares to be issued to Silver Range Resources Ltd. pursuant to the Bellehelen property option agreement.
• Asset Focus: The company is a Tier 2 mining issuer focused on the Bellehelen project, located 70 km east of Tonopah, Nevada. The company holds the right to earn a 100% undivided interest in the property from Silver Range Resources Ltd.
• Escrow and Resale Restrictions:
  • Securities are subject to escrow or resale restrictions.
  • Seed share resale restrictions (SSRRs) follow a release schedule: 20% released upon final QT exchange bulletin, with an additional 25% released at 3, 6, 9, and 12 months thereafter.
  • These securities are voluntarily subject to the more onerous release schedule for Tier 2 Issuers (Schedule B(2)).
• Trading Information:
  • Final acceptance by TSX Venture Exchange expected upon issuance of the final bulletin on Sept. 9, 2025.
  • Trading expected to commence under the new symbol "EXCL" on or about Sept. 11, 2025.
  • Shareholders are not required to take action regarding the name change or exchange share certificates.
• New Management:
  • CEO: John Gilbert (formerly VP of Exploration and Corporate Development at Silver Range Resources Ltd.).
  • Executive Chair: Mark Morabito.
  • Directors: Ken Engquist (CEO of Intrepid Metals Corp.), Brian Shin (CPA), Charanjit Hayre.
  • CFO: Daniel Lee (CPA, CA).
  • Corporate Secretary: Sheila Paine.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.