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

Tender Your Shares by 8:00 P.M. (Toronto time) on February 15, 2011.

TORONTO, Feb. 11 /CNW/ - AUX Canada Acquisition Inc. ("AUX") reaffirms its all‐cash offer ("AUX Offer") of C$12.63 per Ventana Gold Corp. ("Ventana") common share and encourages Ventana shareholders to tender their shares without delay as the expiry date of the AUX Offer is 8:00 P.M. (Toronto time) on February 15, 2011.

  • No alternative transactions have materialized, to date, the AUX Offer remains the only bona fide offer open to shareholders of Ventana. The intention to make the AUX Offer was announced on November 17, 2010 which means that by the AUX Offer expiry date of February 15, 2011, the Ventana board will have had 91 days to find an alternative to the AUX Offer by the expiry date.

  • 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 and 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 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.

  • 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 eliminating exposure to operational project risks going forward. Shareholders can choose how and when to invest their proceeds from the AUX Offer.

  • This bid is not conditional on financing and contains only customary conditions for an offer of this kind.

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, 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 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.

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

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.

SOURCE AUX Canada Acquisition Inc.

For further information:

Contact Kingsdale Shareholder Services today for assistance in tendering your Ventana shares to the AUX Offer, at toll-free 1-866-851-3215 or

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AUX Canada Acquisition Inc.

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