Victoria Gold Corp.
TSX VENTURE : VIT

Victoria Gold Corp.

March 30, 2009 17:00 ET

Victoria Gold and StrataGold Sign Definitive Agreement to Complete Business Combination

TORONTO, ONTARIO--(Marketwire - March 30, 2009) - Victoria Gold Corp. (TSX VENTURE:VIT)("Victoria") and StrataGold Corporation (TSX:SGV) ("StrataGold") are pleased to confirm that, further to their press releases dated February 11, 2009 and March 18, 2009, they have entered into an arrangement agreement (the "Arrangement Agreement") to complete the previously announced friendly transaction pursuant to which Victoria will acquire all of the outstanding common shares of StrataGold (the "Transaction").

About the Transaction

Pursuant to the terms of the Transaction, all of the outstanding common shares of StrataGold shall be exchanged for common shares of Victoria on the basis of 0.1249 of a Victoria common share for each common share of StrataGold held.

The directors of each of Victoria and StrataGold have approved the Transaction. Completion of the Transaction is subject to a number of conditions including:

1. the StrataGold shareholders having approved the transaction by a 66 2/3% majority;

2. receipt of all necessary regulatory approvals;

3. the absence of a material adverse change with respect to each party; and

4. certain other customary conditions.

Additional terms of the Transaction are more particularly set out in the press releases of Victoria and StrataGold each dated February 11, 2009.

A special meeting of StrataGold shareholders is contemplated for mid-May 2009. The parties will make best efforts to complete the Transaction by the end of May 2009 and in any event by no later than the end of June 2009.

Paradigm Capital Inc., StrataGold's independent financial advisor, has provided to StrataGold an opinion that, subject to certain assumptions and limitations set out therein, the proposed Transaction is fair, from a financial point of view, to StrataGold's shareholders. Victoria's legal counsel is Fraser Milner Casgrain LLP. Davis LLP is acting as legal counsel to StrataGold.

Upon completion of the Transaction, the current President and CEO of Victoria, Mr. Chad Williams, will remain the President & CEO of the combined company which will retain the name "Victoria Gold Corp." Once the Transaction is complete current Victoria shareholders will own approximately 87% of the combined company and former StrataGold shareholders will own approximately 13%.

On Behalf of Victoria Gold Corp.

Chad Williams, P. Eng, CEO, President & Director

Cautionary Language and Forward-Looking Statements - This press release contains "forward-looking statements" and "forward-looking information", which may include, but is not limited to, statements with respect to the future financial or operating performances of Victoria Gold Corp., its subsidiaries and their respective projects, the future price of gold, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, capital, operating and exploration expenditures, costs and timing of future exploration, requirements for additional capital, government regulation of exploration, development and mining operations, environmental risks, reclamation and rehabilitation expenses, title disputes or claims, and limitations of insurance coverage. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "is expecting", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes", or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might", or "will" be taken, occur or be achieved. The purpose of forward-looking information is to provide the reader with information about management's expectations and plans for the Company. Readers are cautioned that forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Victoria and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Although Victoria has attempted to identify statements containing important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this document based on the opinions and estimates of management on the date statements containing such forward looking information are made. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.

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 an exemption from registration.

The TSX and TSX Venture Exchange do not accept responsibility for the adequacy or the accuracy of this release.

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