Victory Opportunities files amended filing statement

Executive Summary

• Victory Opportunities 1 Corp. filed an amended filing statement with the TSX Venture Exchange regarding its qualifying transaction to acquire Excalibur Metals Corp., effective August 28, 2025.
• The transaction terms have been materially updated, including a change in CEO (John Gilbert replacing Mark Morabito) and a restructuring of the concurrent private placement financing.
• Closing of the qualifying transaction is expected on or about August 29, 2025, after which the entity will continue as Excalibur Metals Corp. trading under the symbol EXCL.

Key Details

• Transaction Structure: Victory Opportunities 1 Corp. is acquiring all issued and outstanding securities of Excalibur Metals Corp.
• Management Changes:
  • John Gilbert replaces Mark Morabito as Chief Executive Officer of the resulting issuer.
  • Mark Morabito remains as a director and Executive Chairman, and is appointed Chair of the Board of Directors.
  • John Gilbert’s background includes mineral exploration since 2008, most recently as VP of Exploration and Corporate Development for Silver Range Resources Ltd.
• Financing Restructuring:
  • The concurrent non-brokered private placement of subscription receipts has been restructured: each receipt converts into one Excalibur common share at a price of 15 cents.
  • Minimum and maximum offering amounts for this tranche remain $1.5 million and $2.5 million, respectively.
• Additional Financing:
  • An additional non-brokered private placement of up to 1,566,666 common shares of Victory Opportunities 1 Corp. may be completed prior to closing.
  • Price: 15 cents per share.
  • Aggregate gross proceeds: Up to $235,000.
• Financial Statements:
  • Victory Opportunities 1 Corp.: Audited financial statements and MD&A for the year ended June 30, 2025.
  • Excalibur Metals Corp.: Audited financial statements and MD&A for the year ended December 31, 2024; and reviewed interim financial statements and MD&A for the six months ended June 30, 2025.
• Closing Conditions & Timeline:
  • Subject to final exchange approval and satisfaction of customary closing conditions (including public distribution requirements).
  • Expected closing date: On or about August 29, 2025.
  • Post-closing name: Excalibur Metals Corp.
  • Post-closing ticker: EXCL.
• Trading Status: Shares are currently halted from trading and will remain halted until the issuance of a final exchange bulletin disclosing the resumption of trading.

Notable Quotes

• No direct quotes from executives were included in the text of the release.