EBX ANNOUNCES INTENTION TO MAKE ALL-CASH OFFER TO ACQUIRE VENTANA GOLD CORP.

TORONTO, Nov. 17 /CNW/ - EBX today announced its intention to make an all-cash offer to acquire all of the issued and outstanding common shares of Ventana Gold Corp. ("Ventana") (TSX:VEN) that it does not own at a price of C$12.63 in cash per Ventana common share (the "Offer").

63X Master Fund, a company indirectly controlled by Eike F. Batista, beneficially owns approximately 20,806,000 common shares of Ventana (including common shares underlying outstanding special warrants owned by 63X Master Fund), representing approximately 20% of Ventana's outstanding common shares (on a fully diluted basis).

The Offer values the total equity of Ventana at approximately C$1.5 billion on a fully diluted basis.

The Offer represents an attractive premium of 26 per cent to the closing price of Ventana's common shares on the Toronto Stock Exchange ("TSX") on November 16, 2010. It is also 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 day period ended on the same date. The Offer will be fully funded and provides Ventana's shareholders with immediate liquidity and certainty of value regarding Ventana's growth potential in the face of volatile equity markets.

About the Offer

EBX plans to formally commence its Offer as soon as practicable. The Offer will be open for acceptance for not less than 35 days from the date of its commencement.

The Offer will be subject to certain conditions, including, without limitation, that the Ventana common shares tendered under the Offer constitute more than 66 2/3% of the common shares of Ventana then outstanding on a fully-diluted basis (including, without limitation, the common shares underlying Ventana's outstanding special warrants), that are not held by 63X Master Fund and its affiliates. The Offer will also be conditional upon receipt of all necessary regulatory approvals, no material adverse change in Ventana and other conditions customary for transactions of this nature. The Offer will not be subject to any financing condition.

Full details of the Offer will be included in the formal offer and take-over bid circular to be publicly filed and subsequently mailed to Ventana's shareholders. EBX is requesting a list of Ventana's shareholders and expects to mail the formal offer and take-over bid circular to Ventana's shareholders as soon as practicable.

Transaction Financing

EBX estimates the total amount of funds required to consummate the Offer is approximately $1,231 million. EBX has adequate funds available to it from its internal cash resources and committed credit facilities.

Additional Information

IMPORTANT INFORMATION:

The Offer will be made by a company directly or indirectly controlled by Mr. Batista (the "Offeror"). 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 Offer (as the same may be varied or extended in accordance with applicable law) will be made exclusively by means of, and subject to the terms and conditions set out in, the offer and the circular, the letter of transmittal, the notice of guaranteed delivery and other related offer materials (the "Offer Materials").

In connection with the Offer, the Offeror will file with the Canadian securities regulatory authorities the Offer Materials and all other disclosure documents that may be required under applicable securities laws of other jurisdictions.

THE OFFER MATERIALS, AS THEY MAY BE AMENDED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER, THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN A FREE COPY OF THE OFFER MATERIALS AND OTHER DOCUMENTS FILED BY THE OFFEROR WITH THE CANADIAN SECURITIES REGULATORY AUTHORITIES AT WWW.SEDAR.COM. MATERIALS FILED WITH THE CANADIAN SECURITIES REGULATORY AUTHORITIES WILL BE ABLE TO BE OBTAINED WITHOUT CHARGE BY CONTACTING THE INFORMATION AGENT FOR THE OFFER, KINGSDALE SHAREHOLDER SERVICES INC., BY PHONE AT 1-866-851-3215, OR BY EMAIL AT [email protected].

While the Offer will be made to all holders of Ventana's common shares, the Offer will not be 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 Offer would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer in any such jurisdiction.

This announcement contains information, including information relating to Ventana that has been derived from publicly available sources that have not been independently verified. No representation or warranty is made as to the accuracy, completeness or reliability of such information.

For further information:

Kingsdale Shareholder Services Inc.
T. 1-866-851-3215
[email protected]