VGCX Victoria Gold Corp

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

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 TermsPursuant to the Purchase Agreement, Sitka issued to Victoria an aggregate of 21,843,401 common shares in the capital of Sitka (the “Shares”) 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 (each a “Deferred Payment”):

• $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 (the “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 PersonThe 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 PropertyVictoria 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.

Cautionary Language and Forward-Looking StatementsThis 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 the intended use of proceeds from the Term Facility and the Revolving Credit Facility, the amended terms and conditions of the Loan Facility, and 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 Corporation). In order to give such forward-looking information, the Corporation has made certain assumptions about 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 Corporation 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 Corporation'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 Corporation as at the date hereof. The Corporation 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: 604-695-6605ceo@vgcx.com