Victoria Gold Corp.
TSX VENTURE : VIT

Victoria Gold Corp.

June 04, 2009 20:29 ET

Victoria Gold Corp. Announces Closing of Business Combination With StrataGold Corporation

TORONTO, ONTARIO--(Marketwire - June 4, 2009) - Further to the press releases of Victoria Gold Corp. (TSX VENTURE:VIT) ("Victoria" or "the Company") issued on February 11, 2009, March 30, 2009 and May 27, 2009, Victoria and StrataGold Corporation ("StrataGold") are pleased to confirm that the previously announced acquisition of StrataGold by Victoria, by way of Plan of Arrangement (the "Arrangement"), which was approved by the Supreme Court of British Columbia on May 29, 2009, has closed with an effective date of June 4, 2009.

Transaction Summary

Pursuant to the Arrangement, a total of 23,000,710 common shares of Victoria may be issued to holders of StrataGold shares on the basis of 0.1249 of a Victoria common share for each StrataGold common share held. After such share exchange, 17% of the outstanding common shares of the Company will be held by former holders of StrataGold shares, while approximately 83% of the outstanding common shares of the Company will be held by existing holders of Victoria common shares. All outstanding StrataGold options and warrants will become exercisable for common shares of Victoria in accordance with the same ratio. If all such options and warrants were to be exercised, a total of 3,794,306 common shares of Victoria would be issued in connection therewith.

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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