Victoria Gold Corp.

Victoria Gold Corp.

October 29, 2009 16:32 ET

Victoria Gold Announces $10.0 Million Bought Deal Equity Special Warrant Financing

TORONTO, ONTARIO--(Marketwire - Oct. 29, 2009) - 


Victoria Gold Corp. (TSX VENTURE:VIT) ("Victoria" or the "Company") is pleased to announce that it has entered into an agreement with Raymond James Limited, as lead underwriter on behalf of an underwriters syndicate (the "Underwriters") pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 15,873,015 special warrants ("Special Warrants"), priced at $0.63 per Special Warrant, for gross proceeds of $10,000,000 (the "Offering").

Each Special Warrant is exercisable into one common share of the Company (a "Common Share"). The Company will use its best efforts to obtain a receipt for a final prospectus within 45 days of closing of the Offering, which will qualify the distribution of the Common Shares issuable upon exercise of the Special Warrants.

The Underwriters have the option to purchase up to an additional 7,936,507 Special Warrants (the "Underwriters' Option"), for additional gross proceeds of up to approximately $5,000,000 if the Underwriters' Option is exercised in full.

Net proceeds from the Offering will be used to advance Victoria's gold projects in Nevada and Yukon and for working capital purposes. The Offering is expected to close on or about November 24, 2009.

Additional Information about the Financing

The Special Warrants will be subject to a four-month hold period under applicable Canadian securities laws, although the Company has agreed to use its best efforts to qualify the distribution of the underlying Common Shares by prospectus within 45 days of closing as described above. The Offering is subject to acceptance by the TSX Venture Exchange. The Underwriters will receive a cash commission equal to 6% of the gross proceeds of the Offering.

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.

About Victoria

Victoria is a high growth gold company with a focus 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.

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.

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