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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: News! March 30, 2009 5:00:00 PM ET

News! March 30, 2009 5:00:00 PM ET

posted on Mar 30, 2009 01:07PM

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



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