Not for dissemination in the United States or for distribution to U.S. newswire services.
Toronto, ON - Victoria Gold Corp. (VIT.TSX-V) ("Victoria" or the "Company") is pleased to announce that it has completed its previously announced bought deal public offering of 46,783,718 common shares (the "Common Shares") at a price of $0.46 per Common Share and 15,553,618 flowthrough common shares (the "Flow-Through Shares") at a price of $0.55 per FlowThrough Share (the "Offering"). BMO Capital Markets acted as lead underwriter in connection with the Offering for a syndicate of underwriters that included National Bank Financial Inc., Cormark Securities Inc., Paradigm Capital Inc., GMP Securities L.P., Raymond James Ltd. and Scotia Capital Inc.
John McConnell, President & CEO commented, "Completing this financing during these difficult market conditions speaks to the quality of Victoria's assets and strength of our team. We expect the proceeds from this offering to see us through to a project financing decision and the start of construction of the Eagle Gold Mine".
The net proceeds from the sale of the Common Shares will be used for development of the Eagle Gold Deposit, exploration and general corporate purposes. The gross proceeds from the sale of the Flow- Through Shares will be used for Canadian Exploration Expenses (within the meaning of the Income Tax Act (Canada)), and the Company will use its best efforts to ensure that such Canadian Exploration Expenses qualify as a "flow-through mining expenditure", for purposes of the Income Tax Act (Canada), related to the exploration of the Company's Yukon projects. The Company will renounce such Canadian Exploration Expenses with an effective date of no later than December 31, 2011. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Victoria is a high-growth gold company with a focus on adding value per share through efficient exploration, project development, and accretive acquisitions. Maintaining a low risk profile through project diversification, sound financial management, and operating in secure jurisdictions are key priorities for Victoria's management team.
Cautionary Language and Forward-Looking Statements
Neither the TSX Venture Exchange, nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
This press release includes certain statements that may be deemed "forwardlooking statements". All statements in this discussion, other than statements of historical facts, that address future exploration drilling, exploration activities, anticipated metal production, commencement of production estimates and projected exploration and capital expenditures (including costs and other estimates upon which such projections are based), use of proceeds, and events or developments that the Company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forwardlooking 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, or changes to the Income Tax Act (Canada). Accordingly, readers should not place undue reliance on forward-looking statements.
For Further Information Contact:
President & CEO
Victoria Gold Corp