TORONTO, ONTARIO--(Marketwire - Dec. 19, 2008) - Victoria Gold Corp. (TSX VENTURE:VIT) ("Victoria" or "the Company") is pleased to announce that it has closed its previously announced brokered private placement (the "Offering") of 21,294,000 units ("Units") comprised of one common share (a "Common Share"), priced at CDN$0.20, and one-half of one Common Share purchase warrant (each whole warrant a "Warrant"). Each Warrant will entitle the holder to acquire an additional Common Share at a price of CDN$0.25 until December 18, 2010. Wellington West Capital Markets Inc. acted as the Company's agent in connection with the Offering.
Kinross Gold Corporation ("Kinross") participated in the Offering purchasing 12,500,000 Units valued at CDN$2.5 million. Kinross' wholly owned subsidiary, East West Gold Corporation, is Victoria's largest shareholder. Following the closing of the Gateway transaction, effective December 18, 2008, and its participation in the Offering, East West Gold Corporation and Kinross now own a collective 28% interest in the Company.
"We are very pleased with the response to the Offering in an environment where many small cap exploration companies are struggling to raise funds. This financing will enable us to advance our priority gold projects closer to production during 2009," said Chad Williams, President and CEO of Victoria Gold Corp. "In addition to the strong support demonstrated by Kinross through its participation in the financing, we have added a number of institutions to our shareholder base," he added.
Net proceeds from the Offering will be used to advance the Company's existing projects through technical studies and permitting as well as to conduct cost effective exploration work on its core properties.
Additional Information about the Financing
In the event that the trading price of the common shares of the Company closes at or above CDN$0.35 per share for 20 consecutive trading days on the TSX Venture Exchange in the period commencing four months and one day after the closing date, the Company will have the right to accelerate the expiry date of the Warrants to the date which is 30 days after the Company elects to give notice to the holders of Warrants of such accelerated expiry date.
The Common Shares and Warrants comprising the Units will be subject to a four-month hold period under applicable Canadian securities laws. The Offering is subject to final approval by the TSX Venture Exchange.
As compensation for services rendered in connection with the Offering, Wellington West Capital Markets Inc, was paid a cash commission equal to 7% of the gross proceeds from the sale of Units to purchasers other than Kinross, and a cash commission equal to 3.5% of the gross proceeds from the sale of Units to Kinross. Wellington West Capital Markets Inc. was also issued broker warrants to purchase 615,580 Common Shares of the Company at a price of CDN$0.20 per Common Share until December 18, 2009.
The securities being offered have not, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, US persons absent US registrations or an applicable exemption from the US registration requirements. This release does not constitute an offer for sale of securities in the United States.
Victoria aims to be a high growth, lower risk company focused on gold. The Company's strategy is to add value per share through efficient exploration, accretive acquisitions, and effective marketing. Maintaining a low risk profile through project diversification, sound financial management, and operating in secure jurisdictions are key priorities for Victoria's management team.
On Behalf of Victoria Gold Corp.
Chad Williams, P. Eng, CEO, President & Director
Cautionary Language and Forward-Looking Statements
This press release includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical facts, that address future exploration drilling, exploration activities and events or developments that the Company expects, are forward looking statements. Although the Company believes the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include metal prices, exploration successes, continued availability of capital and financing, and general economic, market or business conditions. Accordingly, readers should not place undue reliance on forward-looking statements.
This news release and the information contained herein does not constitute an offer of securities for sale in the United States and securities may not be offered or sold in the United States absent registration or exemption from registration.
FOR FURTHER INFORMATION PLEASE CONTACT:
Victoria Gold Corp.
President & CEO
(416) 866-8800 ext 230
Victoria Gold Corp.
Director Public & Corporate Affairs
(416) 866-8800 ext 226