Viking signs option to acquire Valor Energy Ltd. with plan to form a separate public company

TORONTO, June 30, 2015 /CNW/ - Viking Gold Exploration Inc. (TSX-V:VGC) (the "Company" or "Viking"), is pleased to announce that it has entered into a letter of agreement (the "Letter Agreement") with Valor Energy Ltd. ("Valor") granting Viking the option to acquire all of the issued and outstanding shares of Valor.. Under the terms of the Letter Agreement, Viking will undertake an arrangement whereby Valor will become a publicly traded reporting issuer and Viking shareholders will receive a partial interest in that new company. The following steps will be taken:

• Viking to form a wholly-owned subsidiary company "New Valor".
• Under the Letter Agreement Viking has the right to acquire 100% of the shares of Valor on the basis of 12 common shares of Viking for each issued and outstanding share of Valor. Valor currently has 77,582,697 ordinary shares issued and outstanding.
• The right of Viking under the Letter Agreement to acquire Valor will be assigned to New Valor and, if assigned, the provisions of the Letter Agreement will be adjusted accordingly.
• Following assignment of the Letter Agreement to New Valor, New Valor to complete the acquisition of Valor by the issuance of common shares of New Valor to the shareholders of Valor based on a comparable exchange ratio.
• Viking to distribute out a portion of the shares of New Valor that it will hold to all existing Viking shareholders and Viking will retain the balance of the shares.
• New Valor to complete a private placement. The amount and structure is to be determined.
• New Valor to loan to Viking $25,000 on terms to be negotiated and advance the sum of $50,000 to offset some of the costs of this transaction.
• Viking to consider transferring its listing to the Canadian Securities Exchange.

Collectively referred to as the "Transaction"

It is anticipated that on completion of the Transaction Viking and its shareholders will hold approximately 8.0% of the issued and outstanding common shares of New Valor, pre-financing.

The result of these steps is that Viking will continue to be a publicly traded company that will hold all of its existing properties and liabilities, and "New Valor" will be a separate public company.

Valor Energy Ltd. is a British Virgin Islands company, which is exploring for oil and gas in Southern Africa. Valor Energy has an option to earn a 100% working interest through a farm-out agreement with Pelkbuck Oil and Gas Ltd. in Botswana. The specific area chosen for the farm-out was identified following a scoping study of the potential oil and gas license blocks. A study performed by Advanced Research Institute (ARI) of Arlington, Virginia, U.S.A. spotlighted the potential for methane gas in coal and also alerted to the potential within the carbonaceous units of the sediments.

Dr. Mark Hall ,a Director of Valor, will be the President and CEO of New Valor. Dr. Hall is a South African Professional Engineer with a BSc Engineering degree coupled with a MBA and LLB degree, with twenty years' operational experience in oil and gas development, hydrocarbons and power generation as well as minerals & metals development. Mark has spent 12 years of his career as Managing Director of various companies, has held positions as Chief Engineer, Project Director and Contracts Manager prior to being the Regional Director for Africa for the international engineering and project company, WorleyParsons. Mark also held the position of Senior Vice President to the Canadian based global engineering and project delivery company, SNC Lavalin Inc.

This transaction is scheduled to close on or before September 15, 2015.

This entire series of transactions will be subject to regulatory, court and shareholder approvals.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

This press release contains forward-looking statements. All statements, other than of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the estimation of mineral resources, exploration results, potential mineralization, potential mineral resources and mineral reserves) are forward-looking statements. Forward-looking statements are often identifiable by the use of words such as "anticipate", "believe", "plan", may", "could", "would", "might" or "will", "estimates", "expect", "intend", "budget", "scheduled", "forecasts" and similar expressions or variations (including negative variations) of such words and phrases. Forward-looking statements are subject to a number of risks and uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, failure to establish estimated mineral resources, the possibility that future exploration results will not be consistent with the Company's expectations, the price of commodities and other risks identified in the Company's documents filed with the Canadian securities regulatory authorities on SEDAR.com. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement.

SOURCE Viking Gold Exploration Inc.