VANCOUVER, Jan. 25 /CNW/ - Ventana Gold Corp. (TSX: VEN) ("Ventana" or
the "Company") today announced that its Board of Directors has extended
the expiry of its limited duration Shareholder Rights Plan from January
31, 2011 to 8:00 p.m. (Toronto time) on February 15, 2011. As a result,
the Rights Plan expires concurrently with the unsolicited offer by AUX
Canada Acquisition Inc. ("AUX") to acquire all of the outstanding
common shares of Ventana that it does not already own for $12.63 in
cash per share. The AUX offer was recently extended to 8:00 p.m.
(Toronto time) on February 15, 2011.
The extension of the Rights Plan effectively prevents AUX and its
affiliates and associates from materially increasing their ownership of
Ventana common shares through market purchases prior to the expiry of
the AUX offer, which could have the effect of limiting the alternatives
available to Ventana to maximize shareholder value.
Ventana is continuing to pursue and evaluate alternatives in order to
identify other options that may be in the best interests of Ventana and
its shareholders and which may result in a transaction that is superior
to AUX's offer.
The Board continues to recommend that shareholders reject the AUX offer
for the reasons detailed in the Directors' Circular mailed to
shareholders on December 23, 2010 and available on SEDAR at www.sedar.com and on Ventana's website at www.ventanagold.com.
Although effective immediately, the extension of the Rights Plan,
together with the Rights Plan itself, are subject to acceptance by the
TSX. As previously announced, the TSX has deferred its consideration of
the acceptance of the Rights Plan until such time as the TSX is
satisfied that the appropriate securities commission will not intervene
pursuant to National Policy 62-202 - Take-Over Bids - Defensive Tactics. This is consistent with the TSX's policy in respect of shareholder
rights plans adopted in response to a specific take-over bid.
Ventana is a Vancouver-based mineral exploration and development company
with mineral rights to 4,591 hectares of exploration property in
northeastern Colombia. The Company has two project areas, La Bodega and
Cal-Vetas, of which the flagship La Bodega project contains multiple
high-grade zones of gold, silver and copper mineralization. Ventana has
announced the results of the project's scoping study and completed its
first inferred mineral resource which includes 27 million tonnes
grading 3.9 grams per tonne gold, 21.5 grams per tonne silver, and
0.14% copper for a total of 3.5 million ounces of gold, 19.2 million
ounces of silver and 84.6 million pounds of copper. There is
significant potential to expand the resource and the Company intends to
continue aggressive exploration at the project both from surface and
Cautionary Note Concerning Scoping Study and Inferred Mineral Resources
The scoping study is an assessment that is preliminary in nature and
includes inferred mineral resources that are considered too speculative
geologically to have the economic considerations applied to them that
would enable them to be categorized as mineral reserves, and there is
no certainty that the preliminary assessment in the scoping study will
be realized. Mineral resources that are not classified as mineral
reserves do not have demonstrated economic viability.
Ventana's shares trade on the Toronto Stock Exchange under the symbol VEN.
Cautionary Statement Regarding Forward-looking Information
Certain of the statements made and information contained in this press
release may constitute forward-looking information within the meaning
of applicable securities legislation. All information and statements
which are not historical fact constitute forward-looking information
and, in many cases, can be identified by words such as "may", "will",
"expect", "plan", "anticipate", "believe", "estimate", "potential", or
other similar terminology. The forward-looking information contained in
this press release is based on the reasonable expectations and beliefs
of management as at the date of this press release and involves
numerous assumptions, known and unknown risks and uncertainties, both
general and specific to Ventana and the industry in which the Company
operates. Such assumptions, risks and uncertainties include, but are
not limited to future prices of gold, the factual results of current
exploration, development and mining activities, changes in project
parameters as plans continue to be evaluated as well as those factors
disclosed in Ventana's documents filed from time to time with the
securities regulators in the provinces of British Columbia, Alberta and
Ontario. Should one or more of these risks and uncertainties
materialize, or should underlying assumptions prove incorrect, actual
results, performance or achievements of the Company, or industry
results, may vary materially from those described in this press
release. Accordingly, readers are advised not to place undue reliance
on forward-looking information. Except as otherwise required by law,
Ventana does not intend to and assumes no obligation to update or
revise forward-looking information, whether as a result of new
information, plans, events or otherwise.
SOURCE Ventana Gold Corp.
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