Victoria Gold Corp.
TSX VENTURE : VIT

Victoria Gold Corp.

December 01, 2008 08:00 ET

Victoria Gold Announces Private Placement Financing for up to $4 Million to Advance Gold Assets

TORONTO, ONTARIO--(Marketwire - Dec. 1, 2008) - Marketwire - Victoria Gold Corp. (TSX VENTURE:VIT) ("Victoria" or "the Company") is pleased to announce its intention to raise up to $4 million through a brokered private placement (the "Offering") of units of the Company (the "Units").

The Company's largest shareholder, East West Gold Corporation, a wholly-owned subsidiary of Kinross Gold Corporation, has committed to subscribe for Units equal in value to $2.5 million, subject to the execution of standard documentation normally associated with such a financing.

The price of each Unit will be $0.20. Each Unit will consist of one common share of the Company (a "Common Share") and one-half of a common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share at a price of $0.25 for a period of 24 months from the date of closing of the Offering. Wellington West Capital Markets Inc. has agreed to act as the Company's agent (the "Agent") in connection with the proposed financing. The Agent shall also have the option to increase the size of the Offering by up to an additional $2 million of Units at any time prior to closing of the Offering on the same terms set forth above.

In the event that the trading price of the common shares of the Company closes at or above $0.35 per share for 20 consecutive trading days 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.

Use of Proceeds

Net proceeds from the Offering will be used to advance the Company's existing projects towards gold production. Two types of work are contemplated:

1) Project Advancement: The Company plans to complete technical studies, underground access design and permitting to advance the Helen Zone at the Cove project. The Company also plans to carry out technical studies to advance the resource at the Big Springs project, acquired in connection with the acquisition by the Company of Gateway Gold Corp., which transaction is anticipated to close in mid-December 2008.

2) Exploration: The Company's minimum work commitments at its core properties are modest in 2009 comprising only around US$500,000, all attributable to the Santa Fe project (also subject to the closing of the Gateway transaction). Nevertheless, Victoria fully intends to continue conducting exploration work with a focus on its core projects in a cost-effective manner that will generate the most added value per share.

"Victoria is fortunate to possess a suite of solid gold projects that demonstrate the greatest growth potential in the Company's history," said Chad Williams, President and CEO of Victoria Gold Corp. "In addition, most of these projects are at the stage where modest amounts of spending can add material amounts of value."

Exploration Update

Core hole NW-13a at the Helen Zone of the Cove project was completed on November 26, 2008 at a depth of 734 m. The pace of drilling this hole exceeded the Company's expectations in part because new drilling techniques were successful; allowing the penetration of strongly altered and mineralized dikes which caused difficulties in previous holes. Assays for this hole are expected within the next few weeks, subject to assay turnaround timing. As previously reported, Victoria intends to deepen hole NW-12 and possibly holes NW-9 and NW6a, which were terminated early because of poor drill penetration rates through altered dikes. NW-13a is part of a planned 15-drill hole program at the Helen Zone.

Additional Information about the Financing

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 certain conditions, including but not limited to, the receipt by the Company of all necessary regulatory and stock exchange approvals.

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 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.

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