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Victoria Gold Corp
Symbol VIT
Shares Issued 858,394,437
Close 2019-11-18 C$ 0.46
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Victoria Gold sets rollback date, changes year-end

2019-11-18 07:27 ET - News Release

Mr. John McConnell reports


Victoria Gold Corp. is proceeding with the consolidation of its common shares and is changing its fiscal year-end.

"We have recently achieved significant milestones including: completion of construction of the Eagle gold mine in July, 2019, completion of commissioning in August, 2019, and pouring of the first gold dore bar in September, 2019. Our next significant milestone will be commercial production in 2020," stated John McConnell, president and chief executive officer.

"Transitioning into Canada's newest gold producer will be accompanied by a number of changes, including Victoria's capital structure and financial reporting. We also intend to apply to uplist to the Toronto Stock Exchange later this year."

Currently, a total of 858,394,437 common shares are issued and outstanding. Upon the effective date of the share consolidation, on the basis of 15 existing common shares for one new common share, a total of approximately 57,226,296 common shares will be issued and outstanding. The effective date of the share consolidation will be Nov. 20, 2019.

As outlined in the management proxy circular dated Aug. 28, 2019, and approved by shareholders at the annual general and special meeting held on Oct. 8, 2019, the company's board of directors believes that it is in the best interests of the company to adjust its capital structure through the consolidation of its common shares.

The potential benefits of the consolidation include:

  1. Greater investor interest: As a new and growing gold producer, Victoria is expected to appeal to many new investors. The primary motive for the equity consolidation is to expand the eligibility of Victoria common shares for institutional investors, stock exchanges, indexes and investment funds, including exchange traded funds. With the increasing prevalence of passive trading rather than active fundamental investing, the company intends to ensure that Victoria is not prohibited due to minimum share price screening.
  2. Improved trading liquidity: An increased interest from investors may improve trading liquidity of the common shares.
  3. Brand image: Victoria is graduating from an explorer/developer to a producer. An analysis of Victoria's new peer group of North American junior producers indicates that this restructuring of common share capital is appropriate.

The company's common shares will continue trading on the TSX Venture Exchange on a consolidated basis under the same trading symbol, VIT, on Nov. 20, 2019. The new Cusip number and ISIN for the consolidated shares are 92625W507 and CA92625W5072, respectively. Shareholders who hold their shares through a securities broker or dealer, bank or trust company, will not be required to take any action with respect to the share consolidation. Letters of transmittal will be mailed to the registered holders of the company's common shares, requesting that they forward their preconsolidation share certificates to the company's transfer agent, Computershare Investor Services Inc., in exchange for new share certificates representing their common shares on a postconsolidation basis. No fractional shares will be issued in connection with the share consolidation. The share consolidation has been approved the company's board of directors and has received approval from the TSX Venture Exchange.

Please refer to the management proxy circular of the company dated Aug. 28, 2019, for additional details on the share consolidation. The circular is available on the company's profile on SEDAR.

Change in financial year-end

The company has changed its financial year-end from Feb. 28 to Dec. 31 in order to improve clarity in communication with investors and stakeholders, allow for easier comparison to its peer group of mining production companies, and align internal management and reporting processes with external requirements. The next financial statement issued by the company, based on the newly adopted financial year-end, will be for its transition year, being the 10 months ended Dec. 31, 2019, and will be filed within 120 days of the year-end. The company will revert to a customary quarterly reporting calendar based on a Dec. 31 year-end with financial quarters ending on the last day in March, June, September and December each year.

The notice for the year-end change required under National Instrument 51-102 -- Continuous Disclosure Obligations -- will be filed under the company's profile at SEDAR.

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