Gateway Gold Corp.
TSX : GTQ

Gateway Gold Corp.

December 17, 2008 08:00 ET

Gateway Gold Announces Closing of Plan of Arrangement With Victoria Gold

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 17, 2008) - Gateway Gold Corp. (TSX:GTQ) ("Gateway" or the "Company") is pleased to announce that, further to its press releases dated August 19, 2008, September 23, 2008, October 1, 2008 and November 28, 2008, the business combination with Victoria Gold Corp. ("Victoria") has closed with an expected effective date and time of 12:01am December 18, 2008 (the "Effective Date"). On the Effective Date, Victoria will acquire all of the outstanding common shares of Gateway under the plan of arrangement (the "Transaction") approved by the Supreme Court of British Columbia on December 4, 2008 and by the Gateway shareholders on November 28, 2008.

On the Effective Date, all of the outstanding common shares of Gateway will be deemed exchanged for common shares of Victoria on the basis of 0.50 of a Victoria common share for each common share of Gateway held, and thereafter all Gateway shares will be delisted from the Toronto Stock Exchange.

All outstanding warrants and options to acquire common shares of Gateway will, on the Effective Date, be deemed to represent comparable securities of Victoria adjusted on the same share exchange ratio basis.

As more described in the Gateway Information Circular dated October 28, 2008 (the "Information Circular"), upon surrender to Computershare Investor Services Inc. (the "Depository"), for cancellation of a certificate which, immediately prior to the Effective Date, represented outstanding Gateway Shares together with a completed Letter of Transmittal in the form enclosed with the Information Circular, and such additional documents and instruments as the Depository may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange, and the Depository will deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of Victoria common shares that such holder has the right to receive pursuant to the Transaction. No fractional Victoria shares will be issued to shareholders upon the surrender of Gateway shares for exchange and no cash amount will be paid in lieu of such fractional shares.

Additional information regarding the Transaction is available in the Information Circular, filed on SEDAR at www.sedar.com.

For further information about the Gateway and its activities, please refer to the Company's website at www.gatewaygold.com and under the Company's profile at www.sedar.com.

ON BEHALF OF THE BOARD

Michael D. McInnis, P.Eng., President and CEO

The TSX does not accept responsibility for the adequacy or the accuracy of this release.

Contact Information

  • Gateway Gold Corp.
    Michael D. McInnis
    President
    (604) 801-6040
    (604) 801-6075 (FAX)
    or
    Gateway Gold Corp.
    Raju Wani
    Investor Relations
    (403) 240-0555
    or
    Gateway Gold Corp.
    Ron Cooper
    Investor Relations
    (604) 986-0112
    Website: www.gatewaygold.com