Mr. Brian Shin reports

VICTORY OPPORTUNITIES 1 CORP. ANNOUNCES FILING OF AMENDED FILING STATEMENT FOR QUALIFYING TRANSACTION

Victory Opportunities 1 Corp. has filed an amended filing statement with the TSX Venture Exchange dated effective Aug. 28, 2025, with respect to the previously announced qualifying transaction, to acquire all of the issued and outstanding securities of Excalibur Metals Corp. Please refer to the company's previous news releases regarding the qualifying transaction dated Aug. 14, 2024, Nov. 14, 2024, and April 11, 2025. The amended filing statement is available on the company's SEDAR+ profile.

The company previously filed a filing statement in connection with the qualifying transaction on Nov. 12, 2024. The amended filing statement reflects the following material changes to the terms of the qualifying transaction:

• John Gilbert will replace Mark Morabito as the chief executive officer of the resulting issuer (as defined herein). Mr. Morabito, who is the current chief executive officer and director of Excalibur, will remain as a director and executive chairman of the resulting issuer and be appointed as the chair of the board of directors. Relevant biographical information about Mr. Gilbert is provided below.
• The concurrent non-brokered private placement financing of subscription receipts of Excalibur has been restructured such that each subscription receipt is convertible into one Excalibur common share at a price of 15 cents. The minimum and maximum offering amounts remain unchanged at $1.5-million and $2.5-million, respectively.
• An additional non-brokered private placement financing of up to 1,566,666 common shares of the company at a price of 15 cents per share for aggregate gross proceeds of up to $235,000 may be completed prior to the closing of the qualifying transaction.
• Updated summary financial information is included, and the additional documents are scheduled to the amended filing statement: (i) the audited financial statements and management's discussion and analysis of the company for the year ended June 30, 2025; and (ii) the audited financial statements and management's discussion and analysis of Excalibur for the year ended Dec. 31, 2024, and the interim (reviewed) financial statements and management's discussion and analysis of Excalibur for the six-month period ended June 30, 2025.

Mr. Gilbert has worked in mineral exploration since 2008 on projects in Alaska, Arizona, Nevada, California, New York and Yukon as a project geologist. Most recently, Mr. Gilbert served as vice-president, exploration and corporate development, for Silver Range Resources Ltd., a Nevada gold-focused project generator. He also ran a successful private exploration company which acquired, explored and vended gold projects in New Brunswick. He holds a bachelor of science (geology) degree from the University of Massachusetts Amherst and a master of science degree specializing in structural geology from the University of Vermont.

The qualifying transaction remains subject to the final approval of the exchange and satisfaction of closing conditions customary for transactions of this nature. The material conditions to the completion of the qualifying transaction that remain outstanding include, among other things, the completion of the offering and the satisfaction of public distribution requirements. Assuming all conditions are satisfied, closing of the qualifying transaction is expected to occur on or about Aug. 29, 2025, or such other date as may be determined. The company, upon completion of the qualifying transaction, will continue under the name Excalibur Metals Corp. and trade through the facilities of the exchange under the symbol EXCL. Final acceptance of the qualifying transaction will occur upon the issuance of a final exchange bulletin, which will disclose the proposed date on which the resulting issuer's common shares will resume trading. Until such time, in accordance with the policies of the exchange, the company's common shares are currently halted from trading and will remain so until such time as required by exchange policies.

Further details regarding the closing of the offering and the qualifying transaction will follow in due course.

The amended filing statement is available under the company's profile on SEDAR+, which replaces and supersedes the previously filed filing statement. Such previously filed filing statement should be disregarded.

About Victory Opportunities 1 Corp.

The company is a capital pool company (within the meaning of the policy) incorporated under the B.C. Business Corporations Act. The company has not commenced operations and has no assets other than cash.

Completion of the qualifying transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable pursuant to the requirements of the exchange, majority of the minority shareholder approval. Where applicable, the qualifying transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the qualifying transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement, any information released or received with respect to the qualifying transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

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