Electrum Strategic Opportunities Fund L.P.

May 10, 2016 16:34 ET

Electrum Strategic Opportunities Fund L.P. Acquires Units of Victoria Gold Corp.

NEW YORK, NEW YORK--(Marketwired - May 10, 2016) - This press release is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Electrum Strategic Opportunities Fund L.P. ("Electrum") announces that pursuant to a private placement (the "Financing") of Victoria Gold Corp. (the "issuer") which closed on May 10, 2016 (the "Closing"), Electrum subscribed for and purchased 60,000,000 units of the issuer (the "Units") at an aggregate subscription price of CAD$18,000,000 or CAD$0.30 per Unit. Each Unit is comprised of one common share in the capital of the issuer (a "Common Share") and one-half of one Common Share purchase warrant, with each whole Common Share purchase warrant (each, a "Warrant") entitling the holder thereof to purchase one Common Share at a price of CAD$0.40 until May 10, 2019.

As a result of the closing of the Financing, the Offeror owns 60,000,000 Common Shares and 30,000,000 Warrants representing 13.60% of the issued and outstanding common shares of the issuer or 19.10% upon exercise of the Warrants (assuming the exercise of all of the Warrants beneficially owned by the Offeror, and that no other securities, including those convertible into, or exercisable for, the issuer's securities, are issued, converted or exercised). Prior to the Financing the Offeror did not own any securities of the issuer.

The Units referred to above were acquired for investment purposes and Electrum and/or one or more of its affiliates may, depending on market and other conditions, increase or decrease its beneficial ownership of Common Shares or other securities of the issuer whether in the open market, by privately negotiated agreement or otherwise.

On May 4, 2016, the Offeror and the issuer entered into a purchase agreement (the "Purchase Agreement") to acquire the Units. The Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification provisions for a transaction of a similar size and nature. The Purchase Agreement gives the Offeror the right to participate in any future offering by the issuer of equity or voting securities or any securities which are exercisable, exchangeable, or convertible into equity or voting securities to the extent of its pro-rata ownership percentage so long as the Offeror owns directly or indirectly more than 15% of the issued and outstanding common shares of the issuer (on a partially diluted basis). In addition, the Purchase Agreement provides the Offeror with the right to nominate one individual for election to the issuer's board of directors so long as the Offeror owns, directly or indirectly, more than 10% of the issued and outstanding common shares of the issuer (on a partially diluted basis).

Electrum is an "accredited investor" (as such term is defined in National Instrument 45-106 - Prospectus Exemptions adopted by the Canadian Securities Administrators ("NI 45-106")) because Electrum is a "person" (as such term is defined in NI 45-106) in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are "accredited investors".

The issuer is located at 80 Richmond St. West, Suite 303, Toronto, Ontario, M5H 2A4, Canada. Electrum is located at 700 Madison Avenue, 5th Floor, New York, NY 10065, USA. A copy of the early warning report to which this news release relates can be obtained from Michael Williams (646-365-1600) or on the SEDAR profile of the issuer at www.sedar.com.

Contact Information

  • Michael Williams
    646-365-1600