Victoria Gold Corp. (TSX-VGCX) (“Victoria” or the “Company”)
announces that it has adopted a shareholder rights plan (the
“
Rights Plan”) effective today.
The Rights Plan is designed to ensure that all
Victoria shareholders are treated fairly in connection with any
take-over bid and to protect against “creeping bids”, which involve
the accumulation of more than 20%, on an aggregate basis, of
Victoria’s common shares (the “Common Shares”)
through purchases exempt from applicable take over-bid rules.
Pursuant to the Rights Plan, one right attaches
to each issued and outstanding Common Share. Subject to the terms
of the Rights Plan, the rights become exercisable in the event that
any person (together with certain related parties) becomes a
beneficial holder of 20% or more of the outstanding Common Shares
without complying with the “Permitted Bid” provisions under the
Rights Plan. In such event, holders of the rights (other than the
acquiring person and its related parties) will be permitted to
exercise their rights to purchase additional Common Shares at a 50%
discount to the then prevailing market price of the Common
Shares.
While the Rights Plan is effective as of May 14,
2021, it is subject to ratification by Victoria’s shareholders and
is subject to approval of the Toronto Stock Exchange. If the Rights
Plan is not ratified by Victoria's shareholders at a special
meeting of shareholders of Victoria on or prior to November 14,
2021 (the “Meeting”), the Rights Plan will
terminate and all rights issued thereunder will be cancelled. A
complete copy of the Rights Plan will be available under the
Company’s profile on SEDAR at www.sedar.com.
About the Dublin Gulch
Property
Victoria Gold’s 100%-owned Dublin Gulch gold
property (the “Property”) is situated in 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 connected to
Yukon Energy’s electrical grid.
The Property covers an area of approximately 555
square kilometers, and is the site of the Company’s Eagle and Olive
Gold Deposits. The Eagle Gold Mine is Yukon’s newest operating gold
mine. The Eagle and Olive deposits include Proven and Probable
Reserves of 3.3 million ounces of gold from 155 million tonnes of
ore with a grade of 0.65 grams of gold per tonne, as outlined in a
National Instrument 43-101 Technical Report for the Eagle Gold Mine
dated December 3, 2019. The Mineral Resource under National
Instrument 43-101 – Standards of Disclosure for Mineral Projects
(“NI 43-101”) for the Eagle and Olive deposits has been estimated
to host 227 million tonnes averaging 0.67 grams of gold per tonne,
containing 4.7 million ounces of gold in the “Measured and
Indicated” category, inclusive of Proven and Probable Reserves, and
a further 28 million tonnes averaging 0.65 grams of gold per tonne,
containing 0.6 million ounces of gold in the “Inferred”
category.
Cautionary Language and Forward-Looking
Statements
This press release includes certain statements
that may be deemed “forward-looking statements”. Except for
statements of historical fact relating to Victoria, information
contained herein constitutes forward-looking information, including
any information related to Victoria’s strategy, plans or future
financial or operating performance. Forward-looking information is
characterized by words such as “plan”, “expect”, “budget”,
“target”, “project”, “intend”, “believe”, “anticipate”, “estimate”
and other similar words, or statements that certain events or
conditions “may”, “will”, “could” or “should” occur, and includes
any guidance and forecasts set out herein (including, but not
limited to, production and operational guidance of the Company). In
order to give such forward-looking information, the Company has
made certain assumptions about the its business, operations, the
economy and the mineral exploration industry in general, in
particular in light of the impact of the novel coronavirus and the
COVID-19 disease (“COVID-19”) on each of the foregoing. In this
respect, the Company has assumed that production levels will remain
consistent with management’s expectations, contracted parties
provide goods and services on agreed timeframes, equipment works as
anticipated, required regulatory approvals are received, no unusual
geological or technical problems occur, no material adverse change
in the price of gold occurs and no significant events occur outside
of the Company’s normal course of business. Forward-looking
information is based on the opinions, assumptions and estimates of
management considered reasonable at the date the statements are
made, and are inherently subject to a variety of risks and
uncertainties and other known and unknown factors that could cause
actual events or results to differ materially from those described
in, or implied by, the forward-looking information. These factors
include the impact of general business and economic conditions,
risks related to COVID-19 on the Company, global liquidity and
credit availability on the timing of cash flows and the values of
assets and liabilities based on projected future conditions,
anticipated metal production, fluctuating metal prices, currency
exchange rates, estimated ore grades, possible variations in ore
grade or recovery rates, changes in accounting policies, changes in
Victoria’s corporate resources, changes in project parameters as
plans continue to be refined, changes in development and production
time frames, the possibility of cost overruns or unanticipated
costs and expenses, uncertainty of mineral reserve and mineral
resource estimates, higher prices for fuel, steel, power, labour
and other consumables contributing to higher costs and general
risks of the mining industry, failure of plant, equipment or
processes to operate as anticipated, final pricing for metal sales,
unanticipated results of future studies, seasonality and
unanticipated weather changes, costs and timing of the development
of new deposits, success of exploration activities, requirements
for additional capital, permitting time lines, government
regulation of mining operations, environmental risks, unanticipated
reclamation expenses, title disputes or claims, limitations on
insurance coverage and timing and possible outcomes of pending
litigation and labour disputes, risks related to remote operations
and the availability of adequate infrastructure, fluctuations in
price and availability of energy and other inputs necessary for
mining operations. Although Victoria has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in, or implied
by, the forward-looking information, there may be other factors
that cause actions, events or results not to be anticipated,
estimated or intended. 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 statements. The reader is cautioned not to
place undue reliance on forward-looking information. The
forward-looking information contained herein is presented for the
purpose of assisting investors in understanding Victoria’s expected
financial and operational performance and Victoria’s plans and
objectives and may not be appropriate for other purposes. All
forward-looking information contained herein is given as of the
date hereof, as the case may be, and is based upon the opinions and
estimates of management and information available to management of
the Company as at the date hereof. The Company undertakes no
obligation to update or revise the forward-looking information
contained herein and the documents incorporated by reference
herein, whether as a result of new information, future events or
otherwise, except as required by applicable laws.
For Further Information
Contact:
John McConnellPresident & CEOVictoria Gold
CorpTel: 604-696-6605ceo@vgcx.com
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