Victoria Gold and StrataGold Sign Definitive Agreement to Complete Business Combination

* Reuters is not responsible for the content in this press release.

Mon Mar 30, 2009 5:02pm EDT

  TORONTO, ONTARIO, Mar 30 (MARKET WIRE) -- 
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

    Cautionary Language and Forward-Looking Statements - This press release
contains "forward-looking statements" and "forward-looking information",
which may include, but is not limited to, statements with respect to the
future financial or operating performances of Victoria Gold Corp., its
subsidiaries and their respective projects, the future price of gold, the
estimation of mineral reserves and resources, the realization of mineral
reserve estimates, capital, operating and exploration expenditures, costs
and timing of future exploration, requirements for additional capital,
government regulation of exploration, development and mining operations,
environmental risks, reclamation and rehabilitation expenses, title
disputes or claims, and limitations of insurance coverage. Often, but not
always, forward-looking information can be identified by the use of words
such as "plans", "expects", "is expected", "is expecting", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
"believes", or variations (including negative variations) of such words
and phrases, or state that certain actions, events or results "may",
"could", "would", "might", or "will" be taken, occur or be achieved. The
purpose of forward-looking information is to provide the reader with
information about management's expectations and plans for the Company.
Readers are cautioned that forward-looking information involves known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Victoria and/or its subsidiaries
to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking information.
Although Victoria has attempted to identify statements containing
important factors that could cause actual actions, events or results to
differ materially from those described in forward-looking information,
there may be other factors that cause actions, events or results to
differ from those anticipated, estimated or intended. Forward-looking
information contained herein is made as of the date of this document
based on the opinions and estimates of management on the date statements
containing such forward looking information are made. There can be no
assurance that forward-looking information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such information. Accordingly, readers should not place
undue reliance on forward-looking information.

    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 an exemption from registration.


 
 The TSX and TSX
Venture Exchange do not accept responsibility for the adequacy or the
accuracy of this release.

Contacts:
Victoria Gold Corp.
Chad Williams
President & CEO
416-866-8800 ext 230
cwilliams@vitgoldcorp.com

Victoria Gold Corp.
Linda Dorrington
Director Public & Investor Relations
416-866-8800 ext 226
ldorrington@vitgoldcorp.com
www.vitgoldcorp.com

Copyright 2009, Market Wire, All rights reserved.

-0-
Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.