Ventana Board of Directors Recommends Shareholders Reject AUX's Unsolicited
Offer
Vancouver,
BC, December 23, 2010 – Ventana Gold Corp. (TSX: VEN) ("Ventana"
or the "Company") today announced that its Board of Directors (the
"Board"), after careful consideration with the assistance of its
financial and legal advisors, unanimously determined to recommend that
shareholders reject the unsolicited offer by AUX Canada Acquisition Inc.
("AUX") to acquire all of the outstanding common shares of Ventana that it does not already own for $12.63 in cash per
share and not tender their shares.
The basis for the Ventana Board's recommendation with
respect to the AUX offer is set out in Ventana's
Directors' Circular, which will be available free of charge on SEDAR and on Ventana's website at www.ventanagold.com. The Directors'
Circular is also being mailed to shareholders.
"The Ventana Board is unanimous in its belief
that the AUX Offer undervalues Ventana and its world
class La Bodega project and fails to reflect the significant resource expansion
potential at La Bodega", said Ventana's
Chairman, Richard Warke. "The Board thoroughly
reviewed the formal offer documents in connection with AUX's unsolicited offer
and concluded that the offer is inadequate and is not in the best interests of Ventana or its shareholders. We encourage shareholders to
reject AUX's offer and not tender their common shares."
The reasons for the Ventana Board's recommendation
that shareholders reject the AUX offer are detailed in the Directors' Circular.
Ventana shareholders are encouraged not to tender
their common shares to the AUX offer and to carefully review the Directors'
Circular in its entirety.
Goldman, Sachs & Co. and TD Securities Inc. are acting as financial
advisors to Ventana and Davies Ward Phillips &
Vineberg LLP is acting as legal advisor. The Board of Directors is pursuing and
evaluating alternative strategic transactions in order to identify other
options that may be in the best interests of Ventana
and its Shareholders.
Conference Call
Ventana will host a conference call today at 2
p.m. Eastern time (11 a.m. Pacific time) to discuss the Board���s
recommendation. To join the call:
- Dial toll free 1-888-231-8191 from within North America
- Dial 1-647-427-7450 from international locations
Presentation slides and a live audio webcast will be available at www.ventanagold.com.
An audio playback of the call will be available following the call at 5 p.m.
Eastern time (2 p.m. Pacific time) until January 7, 2011 and can be accessed by
dialling the following numbers with the passcode 34243905.
- Dial toll free 1-800-642-1687 from within North America
- Dial 1-416-849-0833 from international locations
About Ventana
Ventana is a Vancouver-based mineral exploration and
development company with mineral rights to 4,491 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 million 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 www.ventanagold.com
or contact:
Ventana Gold Corp.
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.
Cautionary Note Concerning Scoping Study and Inferred Mineral Resources
The scoping study is an assessment that is preliminary in nature and
includes inferred mineral resources that are considered too speculative
geologically to have the economic considerations applied to them that would
enable them to be categorized as mineral reserves, and there is no certainty
that the preliminary assessment in the scoping study will be realized. Mineral
resources that are not classified as mineral reserves do not have demonstrated
economic viability.