Victoria Gold Corp.

Victoria Gold Corp.

May 05, 2009 09:00 ET

Victoria Gold Provides StrataGold Transaction Update Plus Other Corporate Developments

Work on Eagle Zone Project Accelerated

TORONTO, ONTARIO--(Marketwire - May 5, 2009) - Victoria Gold Corp. (TSX VENTURE:VIT) ("Victoria" or "the Company") is pleased to provide the following corporate updates:

StrataGold Transaction Update

As first announced on February 11, 2009, Victoria intends to acquire all of the outstanding common shares of StrataGold Corporation ("StrataGold"), subject to certain conditions, including that the StrataGold shareholders approve this transaction by a 66 2/3% majority (see also Victoria press release from March 30, 2009). The meeting of shareholders of StrataGold at which the acquisition of StrataGold by Victoria will be put to a vote has been set for May 26, 2009. Victoria and StrataGold will make best efforts to complete this transaction by early June and in any event by no later than the end of June 2009.

Victoria selected StrataGold from a group of carefully reviewed opportunities principally because its management believes that the advanced-stage Eagle Zone Project which hosts a National Instrument (NI) 43-101 Indicated Resource containing 2.7 million ounces of gold grading 0.85 grams per tonne (g/t) may be suitable for low cost heap leach gold processing. In the opinion of management of Victoria, the Eagle Zone Project shares many geological similarities to Kinross Gold Corporation's ("Kinross") Ft. Knox Gold Mine in Alaska. Kinross is Victoria's largest shareholder, holding approximately 25% of the Company's outstanding common shares.

The Eagle Zone Project is accessible by road and located within the Dublin Gulch land package in central Yukon. Historical placer operations dating back to the Klondike Gold Rush are evident at Dublin Gulch and surrounding areas. The Eagle Zone Project has actively been explored since the late 1970's and was brought to bankable feasibility in 1997 but shelved due to depressed gold prices. Based on a recent NI 43-101 compliant technical report, Wardrop Engineering Inc. has recommended that the Eagle Zone Project should be taken to Pre-Feasibility.

As previously released, Victoria has agreed to provide StrataGold a loan of up to $750,000 at an annual rate of 15% payable monthly and maturing on September 30, 2009. This loan has been secured by a first charge over all of the assets of StrataGold relating to its Dublin Gulch property, which contains the Eagle Zone Project. To accelerate the advancement of the development of the Eagle Zone Project, Victoria has recently agreed to advance a further $250,000 to StrataGold as part of the loan to be used mainly for site access work and wildlife monitoring activities to ensure that the permitting process remains on track.

Summit Project Receives Drilling Permit

Victoria recently received the permit to drill at 10 sites at the Summit property in Nevada. Summit is wholly owned by Victoria and constitutes 26 unpatented mining claims that host a previously mined small open pit gold mine. Historical drilling yielded encouraging results, intersecting near-surface high-grade gold intercepts including 27.4 metres (m) of 10.38 g/t gold and 29 m of 15.15 g/t gold. The Company intends to further define the best drill targets and, subject to prioritization relative to other Victoria projects, may drill at Summit in 2009.

Investor Relations

Victoria has signed a six-month agreement, commencing April 6, 2009, with San Diego-based Torrey Hills Capital, Inc. ("Torrey Hills Capital") to act as investor relations consultants to the Company. Torrey Hills Capital is a leading investor and financial public relations firm specializing in small and microcap companies, most of which are in the natural resources sector. Torrey Hills Capital, which has its place of business at 2190 Carmel Valley Road, Suite G, Del Mar, California, 92014, is 100% owned by Cliff Mastricola. Torrey Hills Capital also hosts a profile of Victoria on its website, which provides exposure to proven micro-cap investors. Torrey Hills Capital has built and will maintain an informed investor audience for Victoria for the distribution of relevant news, press releases and company updates. Torrey Hills Capital will also coordinate conference calls and schedule road show meetings between management and investment professionals. Torrey Hills Capital will be paid a monthly fee of US$3,000 and be granted a one-time issuance of three-year options to purchase 125,000 common shares of Victoria at an exercise price of $0.45. The options granted will vest over a period of 18 months.

Victoria has also signed a three-month consulting contract, commencing April 7, 2009, with Ron Cooper at a rate of $3,500 per month. Mr. Cooper will provide investor relations services to the Company, including introducing Victoria to the investment community in North America. Mr. Cooper graduated from the University of Memphis in 1980 with a B.S. degree in Finance, has worked for a Vancouver brokerage firm for 3 1/2 years as a compliance officer and was a marketing consultant with Gateway Gold Corp. ("Gateway"), a company acquired by Victoria in late 2008. Mr. Cooper, who will conduct his investor relations duties for Victoria in North Vancouver, British Columbia, is also a shareholder of Victoria and, indirectly through his involvement with Gateway, a holder of options to acquire common shares of Victoria.

Victoria has signed a six-month contract, commencing May 1, 2009, with Proactive Investors North American Inc. ("Proactive") pursuant to which Proactive will act as investor relations consultants to the Company for a total cost of $6,000. Proactive will not seek shares, warrants or options as part of consideration. Proactive will provide media and public relations services to Victoria. Proactive is a Canadian registered company with Sam Kiri holding 25% ownership and Proactive Investors (UK) Limited holding the remaining 75%. Proactive Investors (UK) Limited is a United Kingdom registered company. Sam Kiri, Director, North America is a CFA charter holder and a Chartered Management Accountant (UK) and is also FSA regulated. Proactive is a UK-based financial media forum with its head office in London, UK and offices in Toronto, Dusseldorf, Sydney and Beijing. It is a global business with operations in Canada, UK, Germany, Russia, China and Australia. Proactive has a strong footprint in all key markets with links to institutional investors, high net worth individuals and private client brokers. Proactive's services include conferences with carefully targeted audience, website articles, newsletters, audio interviews and road shows.

Investors are invited to attend a One2One Investor presentation that will include Victoria organized by Proactive on May 5, 2009 at the Fairmont Royal York Hotel. For more information and registration details, please visit
Investors are invited to attend the Money Show at Mandalay Bay Resort and Casino in Las Vegas, Nevada on May 11 to 14, 2009 where Victoria will be presenting.

Shares for Debt Arrangement

The Company has entered into an arrangement with a consultant of the Company whereby Victoria will issue 200,000 common shares to satisfy a $66,000 outstanding account payable. The number of shares is based on a share price of $0.33, which is the volume weighted average trading price (VWAP) for the Company's shares on the TSX Venture Exchange for the five trading days prior to the date that the debt conversion agreement was executed. This arrangement is subject to stock exchange approval.

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, 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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