The TSX Venture Exchange has accepted for filing the company's arm's-length qualifying transaction, as described in its filing statement dated Aug. 28 2025. As a result, at the opening on Sept. 11, 2025, the company will no longer be considered a capital pool company. The transaction includes the following.

The company acquired all of the issued and outstanding shares of Excalibur Metals Corp. (the target) and issued 21,396,667 common shares in the capital of the company to the existing shareholders of the target (including shares issued to the property vendor but not including the common shares issued in the financings as described in the next section).

The exchange has been advised that the transaction has been completed.

In addition, the exchange has accepted for filing the following.

Prior to the completion of the transaction, the company and the target completed the following financings.

Financing type:  non-brokered private placements

Aggregate gross proceeds:  $2,674,874.40

Offering:  17,832,496 listed shares

Offering price:  15 cents per listed share

Commissions in securities:  1,039,465 finders' warrants

Commission terms:  Each non-transferable warrant is exercisable at 15 cents per share for a two-year period.

Disclosure:  Refer to the company's news releases dated Aug. 28, 2025, and Sept. 4, 2025, and the filing statement dated Aug. 28, 2025.

Name change

Pursuant to a resolution passed by the company's directors on Aug. 19, 2025, the name of the company has also been changed to Excalibur Metals Corp. There is no consolidation of capital.

Effective at the opening on Thursday, Sept. 11, 2025, the common shares of Excalibur Metals will commence trading on the TSX Venture Exchange and the common shares of Victory Opportunities 1 Corp. will be delisted.

Corporate jurisdiction:  British Columbia

Capitalization:  unlimited number of common shares with no par value, of which 45,617,163 common shares are issued and outstanding

Escrow:  7,110,100 common shares

Transfer agent:  Computershare Investor Services Inc.

Trading symbol:  EXCL (new)

Cusip No.:  30064W 10 9 (new)

The resulting issuer is classified as a gold ore and silver ore mining company (NAICS No. 212220).

For further information, please refer to the company's filing statement dated Aug. 28, 2025.

Resume trading

Effective at the opening on Thursday, Sept. 11, 2025, trading in the common shares of the company will resume.