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Victoria Gold Corp.: Victoria Gold Corp. Announces Closing of Business Combination with Gateway Gold Corp.

^{Published on 2008-12-17 10:47:48 - Market Wire}
 

TORONTO, ONTARIO--(Marketwire - Dec. 17, 2008) - Victoria Gold Corp. (TSX VENTURE:VIT) ("Victoria" or "the Company") and Gateway Gold Corp. ("Gateway") are pleased to confirm that the previously announced acquisition of Gateway by Victoria, by way of Plan of Arrangement (the "Arrangement"), which was approved by the Supreme Court of British Columbia on December 4, 2008, has closed with an expected effective date of December 18, 2008. Gateway's shares are expected to be de-listed from the Toronto Stock Exchange at the closing time of 12:01 am on December 18, 2008.

"Victoria aims to add value per share through exploration, prudent acquisitions and effective marketing. While the equity markets have been severely impacted by the recent economic turmoil, Victoria has continued to implement its strategy and we are pleased to end the year with the successful completion of this important acquisition," said Chad Williams, President and CEO of Victoria Gold Corp.

This transaction has allowed Victoria to secure additional advanced projects of a high quality at an attractive valuation in Nevada, near the Company's existing operational base, and it supports our aim of moving toward production rapidly. We believe that our innovative exploration techniques will increase the chances of further discoveries on the new Gateway properties," he added.

Transaction Summary

Pursuant to the Arrangement, holders of Gateway shares are entitled to receive 0.50 of a Victoria common share for each Gateway common share held. All outstanding Gateway options and warrants will become exercisable for common shares of Victoria in accordance with the same ratio.

Status of Private Placement Fundraising

The approximately $4 million brokered private placement fundraising announced by the Company in a press release dated December 1, 2008, is proceeding on track and remains scheduled for closing on or about December 18, 2008. To facilitate trades with several financial institutions on December 15, 2008, Chad Williams, the President and CEO of the Company, sold 1.6 million Victoria shares that he owned and will purchase 1.6 million units of the Company under the private placement offering. This sale was executed at a price of $0.20 per share.

Award of Stock Options

The Board of Directors of Victoria Gold Corp. awarded 3,085,000 stock options to employees, officers and directors of the Company under the Company's stock option plan (the "Plan") which was approved on July 17, 2008. The options will vest over an eighteen month period, have an exercise price of $0.21 and may be exercised for a period of five years.

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.

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.