Victoria Gold Corp.
TSX VENTURE : VIT

Victoria Gold Corp.

November 24, 2009 17:37 ET

Victoria Gold Completes $15 Million Equity Financing

TORONTO, ONTARIO--(Marketwire - Nov. 24, 2009) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Victoria Gold Corp. (TSX VENTURE:VIT) ("Victoria" or "the Company") is pleased to announce that it has closed its previously announced private placement offering of special warrants of the Company ("Special Warrants") for gross proceeds of approximately $15,000,000 (the "Offering"), which includes proceeds from the full exercise of the underwriters' increase option.

An underwriting syndicate (the "Underwriters") led by Raymond James Ltd. and including Wellington West Capital Markets Inc., Desjardins Securities Inc., Blackmont Capital Inc, GMP Securities L.P., Rodman & Renshaw, LLC and Sandfire Securities Inc. sold 23,809,522 Special Warrants priced at $0.63 per special warrant for gross proceeds of approximately $15,000,000.

Each Special Warrant is exercisable to acquire one common share of the Company (an "Underlying Share"). The Company has agreed to use its best efforts to obtain a receipt for a final prospectus (the "Prospectus") qualifying the distribution in Canada of the Underlying Shares within 45 days of the date of the closing of the Offering.

Net proceeds from the Offering will be used to advance Victoria's gold projects in Nevada and Yukon and for working capital purposes.

Additional Information about the Financing

The Special Warrants were issued on a private placement basis and are subject to a four month hold period under applicable Canadian Securities laws. Unless earlier qualified pursuant to the Prospectus, the Underlying Shares issued on any exercise of Special Warrants will also will be subject to the same four-month hold period under applicable Canadian securities laws. As compensation for their services rendered in connection with the Offering, the Underwriters received a cash commission equal to 6% of the gross proceeds from the sale of the Special Warrants. Final approval from the TSX Venture Exchange will now be sought by the Company.

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 success, continued availability of capital, and general economic, market or business conditions. Accordingly, readers should not place undue reliance on forward-looking statements.

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.

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