Victoria acquires common shares of Banyan Gold Corp.
February 15, 2013 – 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 nondiluted 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.
