Victoria Gold Corp. (TSX-VGCX) announces that is has executed a definitive asset purchase agreement dated June 24, 2024 for the sale of its Clear Creek Property to Sitka Gold Corp.

The Clear Creek Property claims adjoin Sitka’s road accessible RC Gold Project, located approximately 100 kilometers east of Dawson City, Yukon and cover the southern portion of the Clear Creek Intrusive Complex.

“We have been impressed with the exploration success that Sitka has demonstrated at its RC Gold Project,” stated John McConnell, President and CEO of Victoria. “Combining the RC Gold Project and Victoria’s Clear Creek Property consolidates this new Yukon gold camp. Sitka has a strong exploration team with decades of experience in Yukon. We expect Sitka will have further success exploring the combined project and Victoria will benefit as a significant Sitka shareholder.”

Transaction Terms

Pursuant to the Purchase Agreement, Sitka issued to Victoria an aggregate of 21,843,401 common shares in the capital of Sitka as an initial payment, representing 8% of the issued and outstanding shares of Sitka after giving effect to the issuance of the Shares. In order to complete the Transaction, Sitka is required to make the following additional payments:

• $2,000,000 on or before August 30, 2025;
• $3,000,000 on or before June 24, 2026; and
• $6,000,000 on or before June 24, 2027.

During the term of the Purchase Agreement while the Deferred Payments are pending, Sitka will act as operator of the Clear Creek Property and have control over its work programme. Sitka may, in its sole discretion, satisfy any Deferred Payment in cash or through the issuance of such number of Shares as is equal to the amount of the applicable Deferred Payment based on the volume weighted average price of the Shares on the TSX Venture Exchange (or such other exchange upon which the Shares are then listed) for the 20 consecutive trading days immediately prior to the due date of the applicable Deferred Payment, provided however that in the event that any such Share issuance would result in Victoria holding greater than 19.9% of the issued and outstanding Shares, Sitka must first obtain: (i) the written consent of Victoria to receive such Shares; and (ii) approval of the shareholders of Sitka in accordance with Exchange policies.

As additional consideration, upon completion of the Transaction, Sitka will grant to Victoria a 5.0% net smelter return royalty on the Clear Creek Property (the “NSR Royalty”). Sitka shall have the right at any time following the grant of the NSR Royalty to purchase from Victoria 60% of the NSR Royalty by way of a one-time cash payment of $10,000,000.

In the event that Sitka publicly delineates proven and probable mineral reserves (within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) of 2,000,000 ounces or more of gold or gold equivalent on the Clear Creek Property, then Sitka shall make an additional payment of $10,000,000 in cash to Victoria within 60 business days of such public delineation. In the event that Sitka has not made such public delineation before the fifth anniversary of the Purchase Agreement, then Victoria shall have the right to cause an evaluation by an independent qualified person (within the meaning of NI 43-101) to be conducted as to the extent of the mineral resources on the Clear Creek Property, and, in the event such qualified person determines the existence of measured and/or indicated resources (within the meaning of NI 43-101) of 2,000,000 ounces or more of gold or gold equivalent on the Clear Creek Property, then Sitka shall make the $10,000,000 cash payment to Victoria within 60 business days.

In connection with the Purchase Agreement, the parties have entered into an investor rights agreement pursuant to which, among other things: (i) at any time in which Victoria shall have beneficial ownership of at least 15% of the issued and outstanding Shares of Sitka, Victoria shall have the right to nominate one director to the board of directors of Sitka; and (ii) Victoria has been granted certain customary anti-dilution and registration rights.

Qualified Person

The technical content of this news release has been reviewed and approved by Paul D. Gray, P.Geo., who is a “Qualified Person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

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 located within 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. As at December 31, 2023, and adjusting for mining depletion through this date, the Eagle and Olive Deposits include Proven and Probable Reserves of 2.3 million ounces of gold from 114 million tonnes of ore with a grade of 0.63 grams of gold per tonne. As at December 31, 2023, and adjusting for mining depletion through this date, the Mineral Resource for the Eagle and Olive Gold Deposits are estimated to host 234 million tonnes averaging 0.59 grams of gold per tonne, containing 4.4 million ounces of gold in the “Measured and Indicated” category, inclusive of Proven and Probable Reserves, and a further 36 million tonnes averaging 0.63 grams of gold per tonne, containing 0.7 million ounces of gold in the “Inferred” category.