www.vitgoldcorp.com
Victoria Gold Corp. is an exploration company with interests in 17 gold projects located in North Central Nevada covering over 50,000 hectares (120,000 acres).
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.
Victoria Gold seals deal to sell Guyana projects to Takara Resources
Takara Resources (TSX-V: TKK) said it has signed an agreement with Victoria Gold Corp (TSX-V: VIT) in respect of its acquisition of Victoria's subsidiary, StrataGold Guyana Inc (SGI), which holds two advanced stage gold projects in Guyana, South America. Under the terms of the deal Takara will issue 21.8m shares to Victoria.
Additionally, Takara intends to complete a US$1.2m private placing, to close concurrently with the share-based acquisition. The pricing and number of placing shares has not been determined yet.
The acquisition shares of 21.8m represent approximately 56% of theTakara's issued and outstanding share capital, which totals 38.9m shares on a post acquisition and post consolidated basis. A further 4m shares may be payable subject to development milestones.
Through the transaction, which was initially announced back in November 2009, Takara will acquire all of the issued and outstanding shares of SGI, which holds title to the Tassawini gold project and the BRL Venture.
The wholly owned Tassawini property is an advanced-stage gold exploration project, which hosts 436,000 Indicated and 61,500 Inferred gold ounces, located in the Barima-Waini District of Northwestern Guyana. Tassawini has a total area of 9,650 hectares encompassing two adjoining prospecting licences, Tassawini PL and Anaturi PL, and four Medium Scale Mining Permits (MSMPs).
BRL is a joint venture between SGI and Newmont Mining Corp (NYSE: NEM) covering a large strategic land position within the Arakaka Gold District in Northwest Guyana. As at 1 July 2009, SGI held 31.96% interest with Newmont holding the remaining 68.04%. According to SGI, the district has been popular with local placer miners for the past 100 years, but until recently it had not been explored systematically using modern techniques. To date, SGI’s regional exploration efforts have covered an area of over 4,000 square kilometres, resulting in two key projects areas, the Monosse and the ‘A’ & ‘B’ projects, with the latter hosting over 25 individual gold exploration targets.
Also under the terms of the deal, Victoria is entitled to nominate directors to Takara’s board. Accordingly, Victoria can appoint directors representing one-third of the board whilst it owns more than 20% of the company and up to one-fifth should it hold between 5-20% of Takara’s shares. Consequently, Nicole Marchand will resign as a director of Takara, in order to accommodate the appointment of Victoria’s executive vice-president John McConnell and Victoria’s CFO Marty Rendall.
Victoria will be entitled to the additional 4m Takara shares once a positive preliminary economic assessment is completed or if Takara enters into project financing arrangements for any of the mineral rights held by StrataGold upon closing. Victoria is also entitled to pre-emptive rights, enabling it or any of its affiliates to participate in future equity financings in Takara, in order to maintain a minimum non-diluted 19% shareholding. The pre-emption rights expire on September 30th 2011, or 12 months thereafter if Takara disposes of its interest in SGI.
Certain escrow conditions will be placed on Victoria’s shareholding, and additionally upon completion, Victoria will be restricted in its trading of Takara shares. Subsequently the company will be limited to trading no more than 25% of Takara’s average 30 day trading volume on the TSX Venture Exchange.
