TORONTO, March 16 /CNW/ - Ventana Gold Corp, (TSX: VEN) ("Ventana") and
AUX Canada Acquisition Inc. ("AUX") are pleased to announce that an
additional 6,334,987 common shares ("Ventana Shares") of Ventana (which
represent approximately 5.4% of the issued and outstanding Ventana
Shares on a fully-diluted basis) have been validly deposited under the
ten business day extension to the offer by AUX to acquire all of the
outstanding Ventana Shares other than Ventana Shares owned by AUX and
its affiliates and associates (the "AUX Offer") at a cash price of
AUX will take up and pay the depositary for shares tendered as of 8:00
p.m. (Toronto time) on March 16, 2011, the expiry time for the AUX
Offer, on March 17, 2011. After take up of the deposited Ventana
Shares, AUX and its affiliates will hold a total of 114,328,610 Ventana
Shares (representing approximately 96.7% of the issued and outstanding
Ventana Shares on a fully-diluted basis). AUX has acquired more than
90% of the Ventana Shares not owned by AUX and its affiliates under the
AUX Offer and is therefore entitled to pursue a compulsory acquisition
to acquire any remaining Ventana Shares. AUX intends to pursue such a
compulsory acquisition as soon as practicable.
In connection with the AUX Offer, the board of directors of Ventana has
been replaced by nominees of AUX, namely Eike Batista, Luiz Arthur
Correia, Leonardo Moretzsohn, Pedro Garcia, Peter Nathanial, John
Brooks and Mark Bennett.
AUX intends to cause Ventana to seek a de-listing of its common shares
from the Toronto Stock Exchange. Subject to agreement of the Toronto
Stock Exchange, it is anticipated that Ventana Shares will be de-listed
as early as March 25, 2011. Ventana will apply to cease to be a
reporting issuer and to otherwise terminate its public reporting
requirements as soon as possible hereafter.
Ventana is a Vancouver-based mineral exploration and development company
with mineral rights to 4,591 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.
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 Ventana and AUX as at the date of this press release and involves
numerous assumptions, known and unknown risks and uncertainties, both
general and specific to Ventana, AUX and the industry in which Ventana
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 Ventana, 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 and AUX do not intend to and assume no obligation to update or
revise forward-looking information, whether as a result of new
information, plans, events or otherwise.
SOURCE AUX Canada Acquisition Inc.
For further information:
Kingsdale Shareholder Services Inc.
Tel: 1 (866) 851-3215
+ 55 21 2555 5689