Ventana Adopts Shareholder Rights Plan
Vancouver, BC,
November 30, 2010 – Ventana Gold Corp. (TSX: VEN) ("Ventana" or "the
Company") announced that its Board of Directors has adopted a limited
duration Shareholder Rights Plan. The Rights Plan will expire at 5:00 p.m.
(Pacific Time) on January 31, 2011.
The Rights Plan is intended
to ensure that in the context of the unsolicited take-over proposal for Ventana
common shares announced by EBX, the Board has sufficient time to identify,
develop and negotiate alternatives to maximize shareholder value. The Rights
Plan also seeks to ensure the fair treatment of shareholders and to provide
them with adequate time to properly assess any potential take-over bid without
undue pressure.
The Board has authorized
the issuance of one right in respect of each common share of the Company outstanding
at 5:00 p.m. (Eastern Time) on November 30, 2010 and each share issued
thereafter. The rights will become exercisable if a person, together with its
affiliates, associates and joint actors, acquires or announces an intention to
acquire beneficial ownership of common shares which, when aggregated with its
current holdings, total 20% or more of the outstanding common shares of the
Company (determined in the manner set out in the Rights Plan). Following the
acquisition of 20% or more of the outstanding common shares, each right held by
a person other than the acquiring person and its affiliates, associates and
joint actors would, upon exercise, entitle the holder to purchase common shares
at a substantial discount to the market price of the common shares at that
time.
The Board has the
discretion to defer the time at which the rights become exercisable (which it
has done in respect of the proposed EBX offer) and to waive the application of
the Rights Plan if the Board determines it is in the best interests of Ventana
to do so.
The Rights Plan permits
the acquisition of control of Ventana through a "permitted bid��, a "competing permitted bid�� or a negotiated transaction. A
permitted bid is one that, among other things, is made to all holders of common
shares for all of their shares, is open for a minimum of 60 days and is subject
to an irrevocable minimum tender condition of at least 50% of the common shares
held by independent shareholders.
Although the Rights Plan
is effective immediately, it remains subject to acceptance by the Toronto Stock
Exchange. A copy of the Rights Plan will be available at www.sedar.com.
About Ventana
Ventana is a
Vancouver-based mineral exploration and development company with mineral rights
to 4,590 hectares of exploration property in northeastern Colombia. The Company
has two project areas, La Bodega and Cal-Vetas, of which the flagship La Bodega
project contains multiple high-grade zones of gold, silver and copper
mineralization. Ventana has announced the results to the project's scoping
study and completed its first inferred mineral resource which includes 27
million tonnes grading 3.9 grams per tonne gold, 21.5 grams per tonne silver,
and 0.14% copper for a total of 3.5 million ounces of gold, 19.2 million ounces
of silver and 84.9 mllion pounds of copper. There is significant potential to
expand the resource and the Company intends to continue aggressive exploration
at the project both from surface and underground.
Ventana's shares trade
on the Toronto Stock Exchange under the symbol VEN.
For additional
information please visit http://www.ventanagold.com/ or contact:
Letitia Cornacchia, VP Investor Relations
tel +1 (416) 644-5084
email lcornacchia@ventanagold.com
Cautionary Statement
Regarding Forward-looking Information
Certain of
the statements made and information contained in this press release may
constitute forward-looking information within the meaning of applicable
securities legislation. All information and statements which are not historical
fact constitute forward-looking information and, in many cases, can be
identified by words such as "may", "will",
"expect", "plan", "anticipate",
"believe", "estimate", "potential", or other
similar terminology. The forward-looking information contained in this press
release is based on the reasonable expectations and beliefs of management as at
the date of this press release and involves numerous assumptions, known and
unknown risks and uncertainties, both general and specific to Ventana and the
industry in which the Company operates. Such assumptions, risks and
uncertainties include, but are not limited to future prices of gold, the
factual results of current exploration, development and mining activities,
changes in project parameters as plans continue to be evaluated as well as
those factors disclosed in Ventana's documents filed from time to time with the
securities regulators in the provinces of British Columbia, Alberta and
Ontario. Should one or more of these risks and uncertainties materialize, or
should underlying assumptions prove incorrect, actual results, performance or
achievements of the Company, or industry results, may vary materially from
those described in this press release. Accordingly, readers are advised not to
place undue reliance on forward-looking information. Except as otherwise
required by law, Ventana does not intend to and assumes no obligation to update
or revise forward-looking information, whether as a result of new information,
plans, events or otherwise.