Victoria Resource Corporation

Victoria Resource Corporation

October 17, 2007 09:10 ET

Victoria Resource Corporation Announces Private Placement Financing for Approximately $13.5 Million

TORONTO, ONTARIO--(Marketwire - Oct. 17, 2007) -


Victoria Resource Corporation (TSX VENTURE:VIT) (the "Company") is pleased to announce the intention of the Company to raise approximately $13.5 million through a best efforts overnight marketed private placement (the "Offering") of units of the Company (the "Units"). Each Unit will be priced at $0.70 and will consist of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire an additional Common Share at a price of $0.85 for a period of 18 months from the date of closing of the Offering. The Company has retained a syndicate of agents led by Blackmont Capital Inc. and CIBC World Markets Inc. and including Orion Securities Inc. (the "Agents") in connection with the Offering.

Net proceeds from the Offering will be used for exploration and general corporate purposes including working capital.

The Agents will receive a cash commission equal to 7% of the gross proceeds arising from the Offering and compensation options exercisable into that number of Common Shares equal to 7% of the number of Units sold pursuant to the Offering. The compensation options will have an exercise price equal to the issue price of the Units and will be exercisable for a period of 12 months from the closing of the Offering. A reduced compensation structure will apply in respect of Units purchased by investors identified by the Company directly.

The Common Shares and Warrants comprising the Units will be subject to a four-month hold period under applicable Canadian securities laws. The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals.

Victoria Resource Corporation is a high-growth, lower-risk company focused on gold. The Company endeavors to add value per share through efficient exploration and completing accretive acquisitions. In addition, Victoria's management keeps a constant vigilance on lowering the Company's risk profile through project diversification, prudent management of its financial resources, and choosing to operate in lower-risk jurisdictions. Victoria currently has interests in eight promising gold exploration projects located in Nevada covering an area of more than 100,000 acres. The Company's strengths lie in its exceptional property portfolio and its experienced and dedicated exploration team. Near-term catalysts related to exploration results, the constant evaluation of accretive corporate transactions, and other factors such as a higher gold price environment should assist the Company in adding value per share.

The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.


Chad Williams, CEO, President & Director

This discussion 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.

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