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The Company's Eagle Gold Project in Yukon Canada hosts a National Instrument 43-101 compliant Reserve of 2.3 million ounces of gold.

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Message: Victoria Gold Completes $10 Million Private Placement Financing‏

Victoria Gold Completes $10 Million Private Placement Financing‏

posted on Mar 16, 2009 05:30AM

TORONTO, March 16 /CNW/ - Victoria Gold Corp. (TSX-V:VIT) ("Victoria" or
"the Company") is pleased to announce that it has closed its previously
announced underwritten private placement of Units and Subscription Receipts
for aggregate gross proceeds of $10,180,710 (the "Offering"). A syndicate led
by Wellington West Capital Markets Inc. and including Paradigm Capital Inc.,
Raymond James Ltd., Haywood Securities Inc. and M Partners Inc. purchased
15,832,000 Units for gross proceeds of $7,124,400 and 6,791,800 Subscription
Receipts for gross proceeds of $3,056,310, each priced at $0.45, under the
Offering.
Each Unit consists of one common share of the Company and one-half of one
common share purchase warrant (each whole warrant a "Warrant"). Each Warrant
will entitle the holder to acquire one additional common share at a price of
$0.55 until March 13, 2012.
Each Subscription Receipt will convert, upon satisfaction of certain
escrow release conditions, into one common share of the Company and one-half
of one common share purchase warrant (each whole warrant a "SR Warrant"). Each
SR Warrant will entitle the holder to acquire one additional common share of
the Company at a price of $0.55 until March 13, 2011. The escrow release
conditions include the completion by the Company of the acquisition of
StrataGold Corporation ("StrataGold") announced on February 11, 2009 (the
"StrataGold Acquisition"). In the event that the escrow release conditions are
not satisfied by June 30, 2009, the gross proceeds from the sale of the
Subscription Receipts plus any accrued interest will be returned to the
purchasers of the Subscription Receipts.
Net proceeds from the Offering will be used to advance Victoria's gold
projects in Nevada, to finance the StrataGold Acquisition and for working
capital purposes.

Status of StrataGold Acquisition

In order to satisfy all of the legal and regulatory requirements
associated with the StrataGold Acquisition, Victoria and StrataGold have
mutually agreed to an extension of the deadline for the execution of the
Definitive Agreement (as per the February 11, 2009 news release) to March 25,
2009. Victoria and StrataGold remain committed to completing this transaction
in a timely manner, with closing of the transaction still contemplated by May
31, 2009 and in any event no later than June 30, 2009.

Additional Information about the Financing

The Common Shares, Warrants, SR Warrants and, if applicable, the common
shares Issued upon exercise of the Warrants and the SR Warrants, respectively,
will be subject to a four-month hold period under applicable Canadian
securities laws. Completion of the Offering is subject to receipt by the
Company of all necessary regulatory approvals.
As compensation for services rendered In connection with the Offering,
the Underwriters were paid a cash commission equal to 7% of the proceeds from
the sale of Units and were issued broker warrants to purchase an aggregate of
1,108,240 common shares of the Company at a price of $0.45 per Common Share
until March 13, 2010. Upon satisfaction of the escrow release conditions, the
Underwriters will receive a further cash commission equal to 7% of the
proceeds from the sale of Subscription Receipts and will be issued broker
warrants to purchase 475,426 common shares of the Company at a price of $0.45
per common share until March 13, 2010
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, US
persons absent US registrations or an applicable exemption from the US
registration requirements. This release does not constitute an offer for sale
of securities in the United States.

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, 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.

About StrataGold

StrataGold is a TSX Exchange listed mineral exploration company.
StrataGold's main projects are the Eagle Zone Deposit and the Mar-Tungsten
Deposit located in central Yukon, and the Tassawini Deposit and the BRL
Venture located in Guyana. The Eagle Zone Deposit has a National Instrument
(NI) 43-101 Indicated Resource containing 2.69 million ounces of gold in
98,584,000 tonnes grading 0.849 grams per tonne (g/t) gold. The Mar-Tungsten
Deposit, located 2.5 kilometres northeast of the Eagle Zone Deposit, contains
a NI 43-101 Indicated Resource containing 86.2 million pounds of tungsten in
12,700,000 tonnes grading 0.31% WO3 plus an Inferred Resource of 8.9 million
pounds of tungsten in 1,300,000 tonnes grading 0.30% WO3 and has a recent
positive NI 43-101 Preliminary Economic Assessment. The Tassawini Deposit
contains a NI 43-101 Indicated Resource of 436,600 ounces of gold in
10,766,600 tonnes grading 1.3 g/t gold. Newmont Mining Corporation of Canada
Limited is a major shareholder of StrataGold, holding approximately 14.9% of
the common shares outstanding, and Newmont Overseas Exploration Limited, a
subsidiary of Newmont Mining Corporation, is StrataGold's joint venture
partner on the BRL Venture.

On Behalf of Victoria Gold Corp.
Chad Williams, P. Eng, CEO, President & Director


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