AUX Canada Acquisition Inc. Extends Expiry Date of Ventana Gold Corp. Take-over Bid

TORONTO, Jan. 21 /CNW/ - AUX Canada Acquisition Inc. ("AUX") announced today that its offer to acquire all of the outstanding common shares ("Ventana Shares") of Ventana Gold Corp., together with any associated rights under Ventana's shareholder rights plan for C$12.63 per Ventana Share (the "Offer"), has been extended to 8:00 p.m. (Toronto time) on February 15, 2011 (the "Expiry Time"). This date is sixty days from the launch of the Offer and ninety days from an announcement by an affiliate of AUX of its intention to make an all cash offer at C$12.63.

AUX reminds Ventana shareholders that:

  • AUX's offer represents an attractive premium of 26 percent to the closing price of Ventana common shares on the Toronto Stock Exchange ("TSX") on November 16, 2010. It is also a premium of 30 percent to the volume weighted average trading price of Ventana's common shares on the TSX for the 30-day trading period ended on the same date.
  • 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 Share.
  • To date, AUX's offer 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 excellent price while removing operational risks going forward.
  • This bid is not conditional on financing.

AUX urges Ventana shareholders to not only evaluate the merits and value inherent in the Offer, but to also evaluate what it believes to be the lack of strategic alternatives for the creation of Ventana shareholder value offered by Ventana management. 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.

A Notice of Variation and Extension in respect of the Offer will be mailed to Ventana security holders shortly and will be filed with the applicable securities authorities in Canada on SEDAR at www.SEDAR.com. In addition to extending the Offer to the new Expiry Time, AUX will add as an irrevocable condition of the Offer that no Ventana Shares will be taken up and paid for unless at least 50% of the Ventana Shares held by Independent Shareholders (as defined in Ventana's shareholder rights plan) have been deposited under the Offer and not withdrawn. It remains a condition of the Offer that shareholders must validly deposit and not withdraw before the expiration of the Offer that number of Ventana Shares representing at least 66⅔% of the total number of outstanding Ventana Shares (excluding Ventana Shares held by the Offeror and its affiliates and associates on the date of the Offer) on a fully-diluted basis, although this condition may be waived at the discretion of the Offeror.

Offer now a "Permitted Bid" under Ventana Shareholder Rights Plan

As a result of extending the Expiry Time and adding the above condition, which will be described in more detail in the Notice of Variation and Extension, AUX believes that the revised Offer qualifies as a "Permitted Bid" under Ventana's shareholder rights plan.

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 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.

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. 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 securities laws.

SOURCE AUX Canada Acquisition Inc.

For further information:

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

Profil de l'entreprise

AUX Canada Acquisition Inc.

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