AUX's All Cash Offer for Ventana Remains Best Choice for Shareholders

TORONTO, Dec. 23 /CNW/ - AUX Canada Acquisition Inc. ("AUX") responded today to the Directors' Circular filed by Ventana Gold Corp. ("Ventana"). AUX is disappointed that the Ventana board of directors has recommended that Ventana shareholders not tender their shares to AUX's offer ("AUX Offer").

  • The AUX Offer represents an attractive premium of 26 percent to the closing price of Ventana's common shares on the Toronto Stock Exchange ("TSX") on November 16, 2010.  
  • An affiliate of AUX expressed an interest in acquiring Ventana well over a year ago. Ventana has had plenty of notice to investigate alternative transactions and to date none have materialized.
  • To date, AUX is the only bona fide offer open to shareholders of Ventana.  
  • The AUX Offer is a cash bid. Shareholders do not have to deal with the uncertainty of receiving their payment in shares of another company. This bid creates immediate and tangible value for shareholders by providing them with a guaranteed cash value for their shares at an attractive price while removing risks going forward. 
  • This bid is not conditional on financing. 

As stated in AUX's offer circular, AUX believes that the AUX Offer represents an attractive premium which is currently reflected in Ventana's share price which AUX believes has risen as a direct result of the AUX Offer.  It is a premium of 30 per cent to the volume weighted average trading price of Ventana's common shares on the TSX for the 30-day trading period ended on November 16, 2010, the day before the intention to make the AUX Offer was announced.  AUX believes this to be full and fair consideration for the Ventana shares and has no intention to increase the C$12.63 offered per Ventana common share.  If the AUX Offer is terminated, withdrawn or is otherwise unsuccessful, AUX expects that Ventana shareholders will lose the premium currently reflected in the value of their shares.

The Directors' Circular notes that the AUX Offer is open for acceptance for only 39 days and Ventana requires a longer period of time to attract competing proposals.  In fact, the intention to make the AUX Offer was announced on November 17, 2010 which means that by the AUX Offer expiry date of January 24, 2011, the Ventana board will have had 68 days to find an alternative to the AUX Offer. Ventana has had sufficient notice to investigate alternative transactions and to date none have materialized.

Ventana does not agree with the Ventana board's assertion that the AUX Offer is highly conditional.  AUX believes that the conditions set out in the AUX Offer are customary conditions for this type of transaction. 

The AUX Offer is a cash bid and therefore shareholders do not have to deal with the uncertainty of receiving their payment in shares of another company. The bid creates immediate and tangible value for shareholders while removing exploration, development and operational risks going forward. Shareholders can choose how and when to invest their cash proceeds from the offer.

Additional Information

This announcement is for information purposes only and does not constitute or form part of any offer to purchase or any solicitation of any offer to sell Ventana's common shares. The AUX Offer (as the same may be varied or extended in accordance with applicable law) is made exclusively by means of, and subject to the terms and conditions set out in, the offer and circular, the letter of transmittal, the notice of guaranteed delivery and other related offer materials (the "Offer Materials") filed on SEDAR at www.sedar.com under Ventana's profile.  AUX strongly encourages shareholders of Ventana to read the Offer Matarials, which contain the full terms and conditions of the AUX Offer.

Ventana shareholders electing to tender their common shares to the offer must complete the letter of transmittal or, if necessary, the notice of guaranteed delivery (both of which accompanied the offer and circular) and return the appropriate document in accordance with the terms and conditions more fully set out under ''Manner of Acceptance'' in Section 3 of the offer. If common shares of Ventana are held in the name of a nominee, such as a broker, investment dealer, bank or trust company, the shareowner should contact such nominee for instructions on how to deposit their common shares to the AUX Offer.

For assistance in tendering shares to the AUX Offer, Ventana shareholders are encouraged to contact Kingsdale Shareholder Services Inc. at 1-866-851-3215 or contactus@kingsdaleshareholder.com.

While the AUX Offer is made to all holders of Ventana's common shares, the AUX Offer is not made or directed to, nor will deposits of Ventana common shares be accepted from or on behalf of, holders of Ventana common shares in any jurisdiction in which the making or acceptance of the AUX Offer would not be in compliance with the laws of such jurisdiction. However, AUX may, in its sole discretion, take such action as it may deem necessary to extend the Offer in any such jurisdiction.

This news release may contain statements that constitute "forward-looking information" or "forward-looking statements" (collectively "forward-looking information") within the meaning of applicable securities legislation, including statements about future prices. This forward-looking information is subject to numerous risks and uncertainties, certain of which are beyond AUX's control.  No assurance can be given that any events anticipated by the forward-looking information will transpire or occur. Forward-looking information is based on the estimates and opinions of AUX's management at the time the information is released and AUX does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

SOURCE AUX CANADA ACQUISITION INC.

For further information: For further information:

Kingsdale Shareholder Services Inc.
T. 1-866-851-3215
contactus@kingsdaleshareholder.com

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AUX CANADA ACQUISITION INC.

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