UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

FORM D

OMB APPROVAL
OMB Number: 3235-0076
Expires: June 30, 2012
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities


1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)   o None Entity Type
0001451708
Victoria Resource Corporation
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
  VICTORIA GOLD CORP
Jurisdiction of Incorporation/Organization
BRITISH COLUMBIA, CANADA
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o Yet to Be Formed  



2. Principal Place of Business and Contact Information
Name of Issuer  
  VICTORIA GOLD CORP  
Street Address 1 Street Address 2
  80 RICHMOND STREET WEST   #303
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
  TORONTO   Unknown   M5H 2A4   416-866-8800  



3. Related Persons
Last Name First Name Middle Name
Williams Chad
Street Address 1 Street Address 2
13 Balsam Rd.
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M4E 1P2
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
McConnell John Charles
Street Address 1 Street Address 2
1836 Fulton Ave.
City State/Province/Country ZIP/Postal Code
West Vancouver BRITISH COLUMBIA, CANADA V7V 1S9
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Harvey T. Sean
Street Address 1 Street Address 2
500 - 2645 Bloor St. W.
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M8X 1A3
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Agro Hugh Alexander
Street Address 1 Street Address 2
87 Chartwell Rd.
City State/Province/Country ZIP/Postal Code
Oakville ONTARIO, CANADA L6J 3Z3
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
 
Last Name First Name Middle Name
McInnis Michael Douglas
Street Address 1 Street Address 2
#34-4055 Indian River Drive
City State/Province/Country ZIP/Postal Code
North Vancouver BRITISH COLUMBIA, CANADA V7G 2R7
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Krol Leendert Gerhardus
Street Address 1 Street Address 2
230 South High Street
City State/Province/Country ZIP/Postal Code
Denver COLORADO 80209
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Goyman John
Street Address 1 Street Address 2
6100 Trent Drive
City State/Province/Country ZIP/Postal Code
Prince George BRITISH COLUMBIA, CANADA V0N 2G5
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Rendall Marty
Street Address 1 Street Address 2
23 Monarch Park Ave
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M4J 4P9
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
 
Last Name First Name Middle Name
Ayranto Mark
Street Address 1 Street Address 2
c/o Victoria Gold Corp. 80 Richmond Street West, #303
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5H 2A4
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
 


4. Industry Group
o Agriculture   Health Care o Retailing
  Banking & Financial Services   o Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance   Technology
  o Insurance   o Hospitals & Physicians   o Computers
  o Investing   o Pharmaceuticals   o Telecommunications
  o Investment Banking   o Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking & Financial Services o Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance x Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  o Oil & Gas  
  o Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
x Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506
o Rule 504 (b)(1)(ii) o Securities Act Section 4(6)
o Rule 504 (b)(1)(iii) o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale   2010-08-24 o First Sale Yet to Occur
o Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests x Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities o Option, Warrant or Other Right to Acquire Another Security
o Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security o Other (describe)
   


10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? o Yes x No
 
Clarification of Response (if Necessary)  
   

11. Minimum Investment
Minimum investment accepted from any outside investor $   0   USD

12. Sales Compensation
Recipient Recipient CRD Number x None
  GMP Securities L.P.    
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  145 King St. W   Suite 300
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M5H 1J8
State(s) of Solicitation o All States x Foreign/Non-US
 
Recipient Recipient CRD Number x None
  Wellington West Capital Markets Inc.    
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  145 King Street West   Suite 700
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M5H 1J8
State(s) of Solicitation o All States x Foreign/Non-US
 
Recipient Recipient CRD Number x None
  Paradigm Capital Inc.    
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  95 Wellington Street West   Suite 2101
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M5J 2N7
State(s) of Solicitation o All States x Foreign/Non-US
 
 
Recipient Recipient CRD Number x None
  RBC Dominion Securities Inc.    
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  200 Bay Street, 4th Floor   Royal Bank Plaza, South Tower
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M5J 2W7
State(s) of Solicitation o All States x Foreign/Non-US
 
Recipient Recipient CRD Number x None
  Cormark Securities Inc.    
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  Suite 2800, South Tower   Royal Bank Plaza, 200 Bay Street
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M5J 2J2
State(s) of Solicitation o All States x Foreign/Non-US
 
Recipient Recipient CRD Number x None
  NCP Northland Capital Partners Inc.    
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  First Canadian Place   100 King Street West, Suite 3050
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M5X 1C9
State(s) of Solicitation o All States x Foreign/Non-US
 
 
Recipient Recipient CRD Number x None
  Raymond James Limited    
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  Scotia Plaza, 53rd Floor   40 King Street West
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M5H 3Y2
State(s) of Solicitation o All States x Foreign/Non-US
 
Recipient Recipient CRD Number x None
  Scotia Capital Inc.    
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  Scotia Plaza, 66th Floor   40 King Street West
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M5W 2X6
State(s) of Solicitation o All States x Foreign/Non-US
 
 



13. Offering and Sales Amounts
Total Offering Amount $   28778750   USD o Indefinite
Total Amount Sold $   28778750   USD  
Total Remaining to be Sold $   0   USD o Indefinite
 
Clarification of Response (if Necessary)
  Amounts listed above are in Canandian dollars.


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 8


15. Sales Commissions & Finders' Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $   1600725   USD o Estimate
Finders' Fees $   0   USD o Estimate
 
Clarification of Response (if Necessary)
  Amounts listed above are in Canandian dollars.


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
  $   0   USD o Estimate
 
Clarification of Response (if Necessary)
   

Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission  
  In submitting this notice, each Issuer named above is:  
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
 
 
  Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
  For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
VICTORIA GOLD CORP Marty Rendall Marty Rendall Chief Financial Officer 2010-09-09