Mr. Frank Crothers

November 14, 2013 15:13 ET

Acquisition of Securities of Victory Nickel Inc.

GRAND CAYMAN, CAYMAN ISLANDS--(Marketwired - Nov. 14, 2013) - Mr. Frank Crothers ("Crothers"), Camana Bay, 62 Forum Lane, Suite 6201, P.O. Box 30239, Grand Cayman, Cayman Islands KY1-1201, announces that, pursuant to a private placement financing (the "Private Placement"), he acquired, through a company wholly-owned by him, beneficial ownership of and/or control or direction over US$2,000,000 convertible note (the "Note") of Victory Nickel Inc. ("Victory Nickel"). The Note carries a two-year term and bears an interest rate of 14.8% calculated monthly with quarterly cash payments. The lender has the option to convert a portion or the entire principal amount up to 20,000,000 common shares of Victory Nickel at any time during the term of the note at a conversion price of CDN$0.10.

Prior to the acquisition of the Note, Crothers, through a company wholly-owned by him, beneficially owned and/or exercised control or direction over 35,314,333 Victory Nickel common shares and common share purchase warrants entitling Crothers to acquire up to 17,062,866 Victory Nickel common shares, representing approximately 9.24% of the issued and outstanding common shares of Victory Nickel on an undiluted basis. Crothers also holds Victory Nickel stock options entitling him to acquire up to 587,500 Victory Nickel common shares. Following the acquisition of the Note, Crothers beneficially owns and/or exercises control or direction over 35,314,388 Victory Nickel common shares, warrants entitling him to acquire up to 17,062,866 Victory Nickel common shares, stock options entitling him to acquire up to 587,500 Victory Nickel common shares and the Note entitling Crothers to acquire up to 20,000,000 common shares of Victory Nickel. This represents approximately 12.87% of the issued and outstanding Victory Nickel common shares on an partially diluted basis (or 72,964,699 common shares, assuming exercise of all of the warrants and stock options and conversion of the Note held by Crothers).

The Private Placement was a private transaction outside of any market or other facility.

The Note was acquired for investment purposes. Crothers may, in the future, increase or decrease his ownership of securities of Victory Nickel, directly or indirectly, from time to time depending upon the business and prospects of Victory Nickel and future market conditions.

An early warning report (the "EWR") will be filed on SEDAR and will be available for review at www.sedar.com under Victory Nickel's profile. A copy of the EWR can be obtained from the contact below.

Contact Information

  • Frank Crothers
    (345) 640-9004