TORONTO, Feb. 14 /CNW/ - AUX Canada Acquisition Inc. ("AUX") announces
that during the evening of Sunday, February 13, 2011, AUX reached an
oral agreement with Ventana Gold Corp. (TSX: VEN) ("Ventana") on an
increased offer of $13.06 per share in cash for all of the outstanding
shares of Ventana not already owned by AUX and its affiliates and
associates, including shares issuable on the exercise of outstanding
options and warrants of Ventana.
The increased offer represents a premium of 30.2% to the closing price
of Ventana's common shares on November 16, 2010, the trading day prior
to the announcement by a member of the EBX Group, an affiliate of AUX,
of its intention to make an offer for all of Ventana's outstanding
common shares not already owned by it, and a 33.8% premium to the 20
day volume weighted average trading price through that date.
The parties have agreed to work together to finalize the form of a
Support Agreement pursuant to which AUX will extend its offer beyond
the current expiry date and the Board of Ventana will support the
revised AUX offer and agree to customary deal protections for AUX in
respect of its revised offer and various related matters. The parties
intend to enter into that agreement prior to the scheduled expiry of
the current AUX offer at 8:00 p.m. (Toronto time) on Tuesday, February
15, 2011. Ventana and AUX will issue a further press release when that
Support Agreement has been entered into providing further details of
the Support Agreement and the revised AUX offer.
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 notice of variation and extension,
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 Materials, which contain the
full terms and conditions of the AUX offer.
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
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. 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.
Forwardlooking 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
SOURCE AUX Canada Acquisition Inc.
For further information:
Kingsdale Shareholder Services Inc.