Victoria and Gateway Sign Definitive Agreement to Complete Victorias Acquisition of Gatewayadmin
Victoria Gold Corp. and Gateway Gold Corp. confirm that, further to each of their press releases dated August 19, 2008 and September 23, 2008, they have entered into an arrangement agreement to complete their previously announced friendly transaction pursuant to which Victoria will acquire all of the outstanding common shares of Gateway.
Pursuant to the terms of the Transaction, all of the outstanding common shares of Gateway shall be exchanged for common shares of Victoria on the basis of 0.50 of a Victoria common share for each common share of Gateway held. In connection with the Transaction, Victoria has advanced a loan to Gateway in the amount of $500,000.
The boards of directors of Victoria and Gateway have approved the Transaction. Completion of the Transaction is subject to a number of conditions including:
1. the Gateway shareholders having approved the transaction by a 66 2/3% majority; 2. receipt of all necessary regulatory approvals; 3. the absence of a material adverse change with respect to each party; and
Upon completion of the Transaction, Victoria will have approximately 112,641,000 common shares outstanding, of which current Victoria shareholders will own approximately 83% and former Gateway shareholders will own approximately 17%.
Additional terms of the Transaction are more particularly set out in the press releases of Victoria and Gateway each dated August 19, 2008.
A special meeting of Gateway shareholders is scheduled to be held on November 28, 2008. The Transaction is expected to close by mid-December, 2008.
Capital West Partners, Gateway’s independent financial advisor, has provided to Gateway an oral opinion that the consideration offered by Victoria pursuant to the Transaction is fair, from a financial point of view, to Gateway’s shareholders. Victoria’s legal counsel is Fraser Milner Casgrain LLP. Gowling Lafleur Henderson LLP is legal counsel to Gateway and DuMoulin Black LLP is legal counsel to the independent board of directors of Gateway.
Upon completion of the Transaction, the current President and CEO of Victoria, Mr. Chad Williams, will remain the President & CEO of the combined company which will retain the name “Victoria Gold Corp.”. Mr. Michael McInnis, the current President & CEO of Gateway, will be a director of the combined company.