Victoria Gold Corp.

Victoria Gold Corp.

April 27, 2010 16:06 ET

Victoria Completes Guyanese Gold Asset Transaction

TORONTO, ONTARIO--(Marketwire - April 27, 2010) - Victoria Gold Corp. (TSX VENTURE:VIT) ("Victoria" or the "Company") is pleased to announce that the sale of the subsidiary which holds all of the interests in the Company's Guyanese gold assets to Takara Resources Inc. ("Takara") as previously announced (see news release dated November 13, 2009) has been completed.

Chad Williams, President, CEO and Director of Victoria commented, "We are pleased to monetize the value of these assets which will allow us to increasingly sharpen our focus on our existing advanced Canadian and American gold assets. The Guyanese gold assets are being passed to an up-and-coming gold company with solid management and strong leadership. The significant equity position that Victoria will maintain in Takara will allow the Company to participate in the upside that we believe still exists in these underexplored high-potential Guyanese gold assets."

Pursuant to this transaction, Takara has issued 21,858,355 (or 56% prior to the closing of Takara's previously announced private placement financing) of its common shares to Victoria. The shares are subject to a 4-month hold period and will be held in escrow with a release as follows: 10% on issuance of the TSX Venture Exchange bulletin and 15% every six months thereafter for a period of three years. Victoria is restricted, subject to Takara Board approval, from trading, on any one day, more than 25% of Takara's daily trading volume based on a 30-day average. Prior to closing, Victoria held 350,000 of Takara's shares and thus Victoria now currently holds 22,208,355 (or 42.5%) of Takara's issued and outstanding shares post-closing of the asset sale and of Takara's previously announced private placement financing. Victoria shall also be entitled to an additional 4,000,000 shares of Takara in the event that Takara reaches certain operational or exploration milestones. Victoria is also entitled to a pre-emptive right, expiring on September 30, 2011, subject to extension, enabling it or any of its affiliates to participate in future equity financings in Takara, in order to maintain a minimum 19% shareholding, on a non-diluted basis.

As part of the transaction, John McConnell, Victoria's Executive Vice President, and Marty Rendall, Victoria's Chief Financial Officer, were appointed to the board of Takara effective on closing.

About Victoria

Victoria is a high-growth gold company focused on adding value per share through efficient exploration, project development, 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. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as expressly required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change. 

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.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • For Further Information or to receive a copy of the early
    warning report issued in connection with this news release,
    contact: Victoria Gold Corp.,
    Chad Williams, President & CEO
    416-866-8800 ext 230