Vortex Metals Inc. — Interim / Quarterly Report 2021

Aug 27, 2021

Condensed Interim Consolidated Financial Statements

Victory Capital Corp.

For the Three and Six Months Ended June 30, 2021 and 2020

(Stated in Canadian Dollars)

Unaudited

INDEX

Condensed Interim Consolidated Statements of Financial Position	1
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss	2
Condensed Interim Consolidated Statements of Changes in Equity	3
Condensed Interim Consolidated Statements of Cash Flow	4
Notes to the Condensed Interim Consolidated Financial Statements	5 - 10

Victory Capital Corp.

Condensed Interim Consolidated Statements of Financial Position As at June 30, 2021 and December 31, 2020 Unaudited

Stated in Canadian Dollars

Victory Capital Corp. Condensed Interim Consolidated Statements of Financial Position As at June 30, 2021 and December 31, 2020 Unaudited Stated in Canadian Dollars
	June 30, 2021 December 31, 2020
Assets Current Assets Cash Loan receivables (note 10) Liabilities Current Liabilities Accounts payable and accrued liabilities Shareholders' Equity Issued Capital(note 5) Contributed Surplus(note 5 and 6) Deficit	$ 265,406 $ 426,284 25,772 15,045
	$ 291,178 $ 441,329
	$ 66,110 $ 33,631
	767,579 767,579 80,877 80,877 (623,388) (440,758)
	225,068 407,698
	$ 291,178 $ 441,329

Nature of operations (note 1) Proposed Qualifying Transaction and Subsequent Event (note 10)

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Approved on Behalf of the Board

Signed "Roger (Zelong) He", Director Signed "Raj Dewan", Director

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Victory Capital Corp.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss For the Three and Six Months Ended June 30, 2021 and 2020 Unaudited

Stated in Canadian Dollars

Unaudited Stated inCanadian Dollars
		Three Months Ended June 30, 2021 June 30, 2020	Six Months Ended
			June 30, 2021 June 30, 2020
Expenses Bank charges Filing fees Professional fees Other Expense (Income) Interest income Net Loss and Comprehensive Loss for the Period Loss per Share - basic and diluted Weighted Average Number of Common Shares Outstanding – basic and diluted	$	152 $ - $ 269 $ 126 16,259 630 21,781 10,497 27,257 4,386 161,306 16,643
		43,668 5,016 183,356 27,266
		(369) - (726) -
	$	(43,299) $ (5,016) $ (182,630) $ (27,266)
	$	(0.01) $ (0.00) $ (0.04) $ (0.01)
		5,088,750 5,088,750 5,088,750 5,088,750

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

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Victory Capital Corp.

Condensed Interim Consolidated Statements of Changes in Equity For the Three and Six Months Ended June 30, 2021 and 2020 Unaudited

Stated in Canadian Dollars

Balance - January 1, 2020 Net loss for the period Balance - June 30, 2020 Balance – January 1, 2021 Net loss for the period Balance - June 30, 2021	Issued Capital Contributed Shares Amount Surplus Deficit Total Equity
	5,088,750 $ 767,579 $ 80,877 $ (340,266) $ 508,190 - - - (27,266) (27,266)
	5,088,750 $ 767,579 $ 80,877 $ (367,532) $ 480,924
	5,088,750 $ 767,579 $ 80,877 $ (440,758) $ 407,698 - - - (182,630) (182,630)
	5,088,750 $ 767,579 $ 80,877 $ (623,388) $ 225,068

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

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Victory Capital Corp.

Condensed Interim Consolidated Statements of Cash Flow For the Three and Six Months Ended June 30, 2021 and 2020 Unaudited

Stated in Canadian Dollars

Unaudited Stated inCanadian Dollars
	Six Months Ended
	June 30, 2021 June 30, 2020
Operating Activities Net loss for the period Changes in non-cash operating working capital: Accounts payable and accrued liabilities Investing Activities Loan receivables Change in Cash Cash - beginning of period Cash - end of period	$ (182,630) $ (27,266) 32,479 (13,558)
	(150,151) (40,824) (10,727) -
	(10,727) - (160,878) (40,824) 426,284 524,218
	$265,406 $ 483,394

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

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Victory Capital Corp. Notes to the Condensed Interim Consolidated Financial Statements For the Three and Six Months Ended June 30, 2021 and 2020 Unaudited Stated in Canadian Dollars

1. Nature of Operations

Victory Capital Corp. (the "Company") was incorporated on November 6, 2009, pursuant to the Business Corporation Act (Ontario) and is classified as a Capital Pool Corporation ("CPC") as defined in Policy 2.4 of the TSX Venture Exchange Inc. ("the Exchange") Corporate Finance Manual. The Company was inactive from the date of incorporation until May 2016. The Company has no significant assets other than cash and proposes to identify and evaluate potential acquisitions or businesses with a view to completing a Qualifying Transaction, as defined in Exchange Policy 2.4. The Company will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

On November 24, 2020, the Company entered a letter of intent (the “LOI”) with Acapulco Gold Corporation (“Acapulco”). Pursuant to the LOI, the Company and Acapulco will negotiate and enter into a definitive agreement (the “Definitive Agreement”), pursuant to which it is anticipated that the Company will acquire all of the issued and outstanding securities of Acapulco at an exchange ratio to be determined in accordance with the Definitive Agreement, resulting in the reverse takeover of the Company by Acapulco (the “Proposed Transaction”).

On February 5, 2021, the Company and 1287878 B.C. Ltd., a wholly-owned subsidiary of Victory, which was incorporated on February 5, 2021, entered into a binding merger agreement with Acapulco, in respect of the completion of an arm’s length reverse-takeover transaction of Acapulco by Victory, which will constitute the completion of Victory’s Qualifying Transaction. (See Note 10)

There is no assurance that the Company will complete a Qualifying Transaction within the time limitations permissible under the policies of the Exchange, at which time the Exchange may suspend or delist the Company's shares from trading.

Subsequent to 2019 year-end and currently, there is a global outbreak of COVID-19 (coronavirus), which has a significant impact on businesses through restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations, and isolations/quarantine orders. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or maybe put, in place by Canada and other countries to fight the virus. While the extent of the impact is unknown, we anticipate that this outbreak may negatively impact the Company’s business and financial condition.

The Company’s principal place of business is 333 Bay Street, Suite 1700, Toronto, Ontario, M5H 2R2.

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Notes to the Condensed Interim Consolidated Financial Statements For the Three and Six Months Ended June 30, 2021 and 2020 Unaudited Stated in Canadian Dollars

Victory Capital Corp.

2. Significant Accounting Policies

Statement of Compliance

The Company's condensed interim consolidated financial statements have been prepared in accordance with IAS 34, “Interim Financial Reporting”. These condensed interim consolidated financial statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2020, which were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

These condensed interim consolidated financial statements have been prepared following the same accounting policies used in the preparation of the Company's audited financial statements for the year ended December 31, 2020, and were approved by the Company's Board of Directors on August 27, 2021.

Basis of Consolidation

These condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiary, 1287878 B.C. Ltd. All intercompany transactions and balances have been eliminated upon consolidation.

3. Significant Accounting Judgements, Estimates and Assumptions

The preparation of these condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. These condensed consolidated interim financial statements include estimates, that, by their nature, are uncertain. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. The most significant judgments, estimates and assumptions include those related to the fair value of stock-based compensation and warrants and the recognition of deferred tax assets.

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Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended June 30, 2021 and 2020 Unaudited Stated in Canadian Dollars

Victory Capital Corp.

4. Cash Restriction

The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds from the issuance of shares or $210,000 may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Corporation. These restrictions apply until completion of a Qualifying Transaction by the Corporation as defined under the Exchange Policy 2.4.

5. Issued Capital

Capital Stock

The Company is authorized to issue an unlimited number of common shares. As of June 30, 2021, and December 31, 2020, there were 5,088,750 common shares outstanding. There were no share capital transactions during the three and six months ended June 30, 2021 and 2020.

6. Stock Options

As of June 30, 2021 and December 31, 2020, there were 407,100 outstanding and exercisable stock options on the balance, exercisable at the exercise price of $0.20 with an expiry date being December 13, 2022.

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Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended June 30, 2021 and 2020 Unaudited Stated in Canadian Dollars

Victory Capital Corp.

7. Financial Instruments and Other Risks

IFRS 7 establishes a fair value hierarchy that reflects the significance of inputs used in making fair value measurements as follows:

• Level 1 quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date.

• Level 2 inputs other than quoted prices included in Level 1 that are observable for the asset or liability, directly (i.e., as prices) or indirectly (i.e., from derived prices); and

• Level 3 inputs for the asset or liability that are not based upon observable market data.

Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of June 30, 2021, the Company’s cash was classified as Level 1 measurement. As of June 30, 2021, the Company had no financial instruments classified at Level 2 and Level 3.

Fair Values

Except as disclosed elsewhere in these financial statements, the carrying amounts for the Company’s financial instruments approximate their fair values because of the short-term nature of these items.

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Market Risk

Market risk refers to the risk that a change in the level of one or more of market prices, interest rates, foreign exchange rates, indices, volatilities, correlations, or other market factors, such as liquidity, will result in a change in the fair value of a financial instrument. The Company's financial instruments are designated as held for trading, fair value through profit or loss, available for sale, amortized cost or loans and receivables. Therefore, changes in fair value or permanent impairment, if any, affect reported earnings as they occur, except for amortized cost.

The Company separates market risk into two categories: interest rate risk and foreign exchange risk.

Interest Rate Risk

Interest rate risk arises from the possibility that changes in interest rates will affect the value of financial instruments. The Company does not hedge its exposure to interest rate risk as such risk is minimal. None of the Company's cash balances are subject to variable interest rates.

Foreign Exchange Risk

Foreign exchange risk arises from the possibility that changes in the price of foreign currencies will result in changes in carrying value. The Company does not hold any assets denominated in currencies other than the Canadian dollar and is not subject to foreign currency risk.

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Victory Capital Corp. Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended June 30, 2021 and 2020 Unaudited Stated in Canadian Dollars

7. Financial Instruments and Other Risks (continued)

Credit Risk

As of June 30, 2021, the Company’s maximum exposure to credit risk was the book value of cash and loan receivable. The Company limits its credit exposure on cash and cash equivalents by holding its deposits mainly with high credit quality financial institutions as determined by credit rating agencies.

Liquidity Risk

Liquidity risk refers to the risk that the Company will not be able to meet its financial obligations when they become due. The Company's management is responsible for reviewing liquidity resources to ensure funds are readily available to meet its financial obligations as they come due, as well as ensuring adequate funds exist to support business strategies and operations growth. The majority of current assets reflected on the statements of financial position are highly liquid. As of June 30, 2021, the Company had current assets of $291,178 (December 31, 2020 - $441,329) to settle current liabilities of $66,110 (December 31, 2020 - $33,631).

8. Capital Disclosures

As of June 30, 2021, the Company was not subject to any regulatory capital requirements. The Company's capital is composed of equity, including shareholder's equity and deficit.

The Company’s objectives when managing capital include:

• (a) ensuring that the Company meets relevant regulatory capital requirements when applicable,

• (b) ensuring that the Company is able to meet its financial obligations as they become due; and

• (c) ensuring that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There has been no change with respect to the overall capital risk management strategy for the six months ended June 30, 2021.

9. Related Party Transactions

During the three and six months ended June 30, 2021, the Company incurred consulting fees totaling $9,450 and $18,900, respectively (2020 - $Nil and $Nil) payable to Pan-Pacific Supreme Enterprises Ltd., a company related to one of the Company’s directors. As of June 30, 2021 and December 31, 2020, $28,350 and $9,450 were outstanding and included in accounts payable and accrued liabilities, respectively.

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Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended June 30, 2021 and 2020 Unaudited Stated in Canadian Dollars

Victory Capital Corp.

10. Proposed Qualifying Transaction and Subsequent Event

On November 24, 2020, the Company entered into a letter of intent (the “LOI”) with Acapulco Gold Corporation (“Acapulco”). Pursuant to the LOI, the Company will provide Acapulco with a bridge loan in the amount of up to $100,000 (the “Loan”) for working capital purposes, of which $25,000 may be immediately advanced to Acapulco pursuant section 8.5(b) of Policy 2.4 of the policies of the TSXV.

On February 5, 2021, the Company and 1287878 B.C. Ltd., a wholly-owned subsidiary of the Company, which was incorporated on February 5, 2021, entered into a binding merger agreement with Acapulco, in respect of the completion of an arm’s length reverse-takeover transaction of Acapulco by the Company (the “Proposed Transaction”), which will constitute the completion of the Company’s Qualifying Transaction. The Proposed Transaction will result in the Company acquiring all of the issued and outstanding securities of Acapulco in exchange for the issuance of securities of the Company, which will result in Acapulco becoming a wholly-owned subsidiary of the Company.

On November 27, 2020, as part of the Loan, the Company issued a promissory note of $25,000 to Acapulco. The promissory note bears interest of 6% per annum, and the outstanding principal plus accrued interest shall be repaid the earlier of (i) receipt of final approval of the TSXV for the Proposed Transaction; and (ii) June 30, 2021. As of December 31, 2020, the Company had advanced $15,000 to Acapulco and accrued interest of $45. During the six months ended June 30, 2021, the Company advanced additional $10,000 to Acapulco. For the three and six months ended June 30, 2021, the Company recorded interest income of $369 and $726 (2020 – $Nil and $Nil) in connection with this promissory note.

On August 16, 2021, Acapulco and the Company entered into a letter of amendment and agreed to extend the note payback date of promissory note the earlier of (i) receipt of final approval of the TSXV for the Proposed Transaction; and (ii) November 27, 2021. The letter of amendment is effective as of June 30, 2021.

The completion of the Proposed Transaction is subject to the satisfaction of various conditions that are customary for a transaction of this nature, including but not limited to: (i) the completion a concurrent financing for gross proceeds from a minimum of $2,500,000 and up to a maximum of $3,500,000 (the “Private Placement”) through the issuance of subscription receipts of Acapulco (the “Subscription Receipts”); (ii) the approval by the directors of Victory and Acapulco of the Proposed Transaction and the matters related therein; and (iii) the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the Exchange.

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