Toronto, ON / April 20, 2016 / Victoria Gold Corp. (TSX.V-VIT) "Victoria" or the "Company" intends to issue 80,000,000 units (the "Units") in a non-brokered private placement to Electrum Strategic Opportunities Fund L.P. ("Electrum") and existing, significant shareholder, Sun Valley Gold LLC ("Sun Valley") (the "Offering"). The Units will be issued at a price of C$0.30 per Unit for gross proceeds of C$24,000,000. Electrum has agreed to subscribe for 60,000,000 Units, while Sun Valley has agreed to subscribe for 20,000,000 Units. Upon closing of the private placement, Electrum is expected to own approximately 13.6% of the issued and outstanding shares of the Company while Sun Valley's ownership of the outstanding common shares of the Company will increase to approximately 18.0%.
Following the closing of the private placement, Electrum will have the right to nominate one person for election to the board of directors of the Company (the "Board Right") and a right to participate in any future proposed equity offering of the Company (the "Preemptive Right") in order to maintain its pro rata shareholding, subject to certain exceptions. The Board Right will remain in effect until such time as Electrum no longer holds more than 10% of the outstanding voting securities of the Company and the Preemptive Right will remain in effect until such time as Electrum no longer holds more than 15% of the outstanding voting securities of the Company (in each case, on a partially-diluted basis, assuming the full exercise of any warrants then held by Electrum).
Each Unit to be issued in the private placement will consist of one common share in the capital of the Company (a "Unit Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Unit Warrant"). Each Unit Warrant will entitle the holder thereof to purchase one common share at a price of C$0.40 for a period of 3 years following the closing of the Offering. The reference price from which the price per Unit was derived was the closing price of the common shares of the Company on Friday, April 15, 2016 of C$0.315 per common share. A duly-completed TSX-Venture Exchange Form 4A was submitted by the Company in respect of this price on Monday, April 18, 2016 and initial formal documentation with respect to the Offering was completed today.
All securities issued in the private placement will be subject to a statutory four month hold period. Closing of the Offering is subject to negotiation and execution of definitive documentation and receipt of all regulatory approvals, including approval of the TSX Venture Exchange.
The net proceeds of the Offering will be used to continue exploration and development of Victoria's Eagle Gold Project in Yukon.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About the Dublin Gulch Project
Victoria Gold's 100%-owned Dublin Gulch gold property is situated in the central Yukon Territory, Canada, approximately 375 kilometers north of the capital city of Whitehorse, and approximately 85 kilometers from the town of Mayo. The Property is accessible by road year-round, and is located within Yukon Energy's electrical grid. The Company has constructed and maintains a 100 person all-season camp at the project site.
The Property covers an area of approximately 555 square kilometers, and is the site of the Company's Eagle Gold Deposit. The Eagle Gold Deposit is expected to be Yukon's next operating gold mine and includes Probable Reserves of 2.3 million ozs of gold from 92 million tonnes of ore with a grade of 0.78 grams of gold per tonne, as outlined in a National Instrument 43-101 feasibility study. The NI 43-101 Mineral Resource has been estimated to host 222 million tonnes averaging 0.68 grams of gold per tonne, containing 4.9 million ounces of gold in the "Indicated" category, inclusive of Probable Reserves, and a further 78 million tonnes averaging 0.60 grams of gold per tonne, containing 1.5 million ounces of gold in the "Inferred" category.
Electrum Strategic Opportunities Fund L.P. ("ESOF"), a mining-focused private equity fund, is a member of the Electrum Group of Companies (collectively "Electrum") that are managed by The Electrum Group LLC, a U.S.-registered investment adviser that focuses on precious and other metals, engaging in strategic hands-on investing, global resources exploration and asset development. Electrum's holdings include a significant stake in NOVAGOLD Resources Inc., owner of a 50% interest in the Donlin Gold Project in Alaska; as well as a controlling stake in Electrum-founded vehicle Sunshine Silver Mining & Refining Corporation, owner of the historic Sunshine Mine in the Idaho Silver Valley and the Los Gatos project in Chihuahua, Mexico. ESOF also owns significant stakes in Kaminak Gold Corporation, owner of the Coffee Gold Project in Yukon, Canada; NovaCopper Inc., owner of the Upper Kobuk Mineral projects located in Alaska's copper-dominant Ambler Mining district; Wellgreen Platinum Ltd., owner of the Wellgreen platinum group metals and nickel project in Yukon, Canada; and Electrum Special Acquisition Corp., a special purpose acquisition company sponsored by ESOF. Electrum was founded and is majority-owned by the family of Thomas S. Kaplan, who serves as Electrum's Chairman and Chief Investment Officer.
The Olive-Shamrock target Olive lies 2 km from the proposed infrastructure at the Eagle Gold Project, along the Potato Hills Trend. Importantly, drilling and surface trench results to date indicate the existence of near-surface, high-grade potential feed into Eagle operations. (see New Releases dated May 20, June 24, July 28, August 13, and Nov 4, 2014). Metallurgical testing completed in 2015 (see New Releases dated February 24, and August 7, 2015) has indicated that the high-grade Olive-Shamrock Zone is amenable to Eagle Project heap leach recovery at the same crush size as Eagle Project feed.
Olive-Shamrock is defined by a broad gold/arsenic in-soils geochemical anomaly and lies on the intrusive-sediment contact of the Potato Hills Trend (as does the Eagle Deposit) and is punctuated by several historically exploited high-grade sulphide veins. The Olive area was mined on a small scale from shallow shafts and adits in the early 1900's and via placer mining in creeks draining the area. The Olive vein system is located near the top of Olive Gulch and consists of gold-bearing quartz-scorodite-arsenopyrite vein material centralized in a shear zone structure. More detail and a current summary of all Olive-Shamrock Zone exploration can be found on the Company's website.
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 the expectations with respect to the consummation of the Offering, 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 failure to enter into definitive documentation for the Offering or the failure to satisfy any closing conditions set forth therein, 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 Contact:
President & CEO
Victoria Gold Corp