VENTANA UPDATES PRIVATE PLACEMENT
Vancouver, B.C., April 23, 2009 – Ventana
Gold Corp. (TSX: VEN) (“Ventana���
or “the Company���) has
negotiated a $6 million non-brokered private placement, as announced on
March 30, 2009.The transaction is fully subscribed by Lumina Capital LP, an
entity held principally by Vancouver mining entrepreneur Ross Beaty.
The maximum number of securities issuable by the Company for the private
placement that closed on March 11, 2009 and the private placement announced on
March 30, 2009 totals 22,115,000 shares representing 32.128% of the Company’s issued and outstanding share capital prior to
the announcement of either private placement. As a result of the total number
of securities issuable pursuant to these two private placements being in excess
of 25% of the Company’s outstanding shares, in
accordance with Section 607(g)(i) of the TSX Company
Manual, closing of the private placement announced March 30, 2009 is subject to
approval of a majority of the Company’s
shareholders.
Ventana has sought
shareholder approval by way of written consents in accordance with section
604(d) of the TSX Company Manual. All required shareholder approvals have been
received.
The transaction will not materially affect control of the Company and is
expected to close on or about April 30, 2009.
Post-transaction, Lumina Capital LP will hold 6,855,000 shares in the
Company representing an 8.54% interest. Assuming exercise of warrants, Lumina
would hold 12,210,000 shares representing 15.21%.
The March 30, 2009 private placement comprises 4.3 million units at
$1.40 per unit. Each unit includes one common share plus one non-transferable
share purchase warrant exercisable at a price of $2.00 per common share for a
period of two years following the close of the transaction. A finder's fee of
5% cash and 7.5% units is payable to Peninsula Merchants Syndications Corp. Net
proceeds from the transaction will be used to fund general working capital. Closing
is subject to regulatory approvals.
About Ventana
Ventana holds rights
to 4,573 hectares
of exploration property in the California-Vetas gold
district in Colombia,
of which 3,710
hectares are wholly owned with the remainder under
option to acquire a 100% interest. Ventana is
currently drilling at La Bodega
and expanding two newly discovered mineralized zones, La Bodega and La Mascota.
Forward-looking Statements
The statements that are not historical facts are forward-looking
statements involving known and unknown risks and uncertainties that could cause
actual results to vary materially from targeted results. Such risks and
uncertainties include those described from time to time in Ventana’s
latest quarterly report and management discussion and analysis. Ventana assumes no obligation to publicly update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
For additional information please visit http://www.ventanagold.com/or
contact:
Meghan Brown, Investor Relations Manager
tel
604 638 2002
email mbrown@ventanagold.com
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