February 15, 2013, Toronto – Victoria Gold Corp. (VIT.TSX-V) (“Victoria” or the “Company”) announces that it has subscribed to a private placement offering by Banyan Gold Corp. (TSXV: BYN) (“Banyan”), in conjunction with Banyan’s Qualifying Transaction (the “Qualifying Transaction”) under TSX-V Policy 2.4. Victoria has subscribed for 2,000,000 units (the “Units”) at a price of $0.10 per Unit for an aggregate subscription of $200,000. Each unit is comprised of one common share of Banyan (“Unit Share”) and half of a common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable for a period of 12 months from the date of closing of the Qualifying Transaction to purchase one common share of Banyan at a price of $0.15. The 2,000,000 Unit Shares represent approximately 16.2% of the outstanding common shares of Banyan on a non-diluted basis upon closing of the Qualifying Transaction. The 1,000,000 purchased Warrants represent approximately 40% of the outstanding Warrants. The Unit Shares and common shares of Banyan underlying the Warrants purchased by Victoria represent approximately 22.5% of those outstanding, on a partially diluted basis.
The acquisition of these securities by Victoria has been for investment purposes only. Victoria held no other securities of Banyan prior to the acquisition of the Units.
The Units were purchased in reliance on the exemption from the prospectus requirement set out in section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions.
Cautionary Language and Forward-Looking Statements
Neither the TSX Venture Exchange, nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release. 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, anticipated metal production, internal rate of return, estimated ore grades, commencement of production estimates and projected exploration and capital expenditures (including costs and other estimates upon which such projections are based) 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.
For Further Information or a copy of Victoria’s early warning report contact:
John McConnell, President & CEO
Victoria Gold Corp.
303- 80 Richmond St. West
Toronto, Ontario M5H 2A4