VenCan Gold to consolidate shares 1:5, name change

2009-02-10 11:21 ET - News Release

Mr. Brent Nykoliation reports

VENCAN GOLD CORPORATION ANNOUNCES RESULTS OF ANNUAL MEETING OF STOCKHOLDERS AND MEETING OF BOARD OF DIRECTORS

VenCan Gold Corp.'s annual and special meeting of its stockholders was held on Jan. 27, 2009, at the board of trade of Metro Toronto, First Canadian Place, Third Floor, Toronto, Ont., at 10 a.m. (Toronto time) for the following purposes:

1. To receive the annual report, including the financial statements and auditors' report thereon for the fiscal year ended July 31, 2008;
2. To elect directors to hold office until the next annual general meeting of stockholders;
3. To re-appoint auditors and authorize the directors to fix their remuneration;
4. To approve continuation of the current stock option plan in accordance with the recommendations as described in the TSX Venture Exchange Policy 4.4;
5. To approve a share consolidation whereby one common share will be issued in exchange for five currently outstanding common shares of the company;
6. To approve a change to the company's name from Vencan Gold Corporation to Red Pine Exploration Inc.;
7. To transact such further and other business as may properly come before the stockholders' meeting or any adjournment thereof.

A quorum of the company's outstanding common stock as of the record date of Dec. 10, 2008, was present in person or by proxy at the stockholders meeting.

Holders of more than 90 per cent of the outstanding shares of common stock present at the stockholders meeting voted to approve the re-election of the following persons to serve as directors of the company, each to hold office for a term expiring at the next annual meeting of stockholders or until his successor shall have been duly elected and qualified:

• J.A. Kirk McKinnon;
• Richard E. Schler;
• F. William Nielsen;
• Brent Nykoliation;
• Elgin M. Wolfe;
• Joseph Heng;
• Alex Iannone.

Holders of more than 85 per cent of the shares of common stock cast at the meeting voted to ratify the appointment of Moore Stephens Cooper Molyneux LLP, Chartered Accountants, as the company's independent registered public accounting firm for the financial year ending July 31, 2009, and authorize the directors to fix its remuneration.

Holders of more than 85 per cent of the shares of common stock cast at the stockholders meeting voted to approve continuation of the current stock option plan in accordance with the recommendations as described in the TSX Venture Exchange.

Holders of more than 90 per cent of the shares of common stock cast at the stockholders meeting voted to approve the proposed share consolidation whereby one common share will be issued in exchange for five currently outstanding common shares of the company.

As at Dec. 10, 2008, the record date for the stockholders meeting, the company had 101,138,641 common shares outstanding.

Those shares will convert into approximately 20,227,728 common shares after completion of the share consolidation.

This share consolidation was proposed in order to facilitate future financings by the company that would be accomplished through the issuance of additional company securities.

Holders of more than 90 per cent of the shares of common stock cast at the stockholders meeting voted to approve a name change from Vencan Gold Corporation to

Red Pine Exploration Inc. This name change was proposed in order to better reflect the company's current and continuing exploration and development plans.

Both the share consolidation and the company's name change remain subject to approval from the TSX Venture Exchange.

Management of the company is completing the arrangements to implement its name change and the approved share consolidation, and will advise shareholders and the public as to the effective date for both as soon as those arrangements are finalized.

Board of directors' meeting

The company is also pleased to announce that on Jan. 27, 2008, and following the annual stockholders meeting, a meeting of the board of directors of the company was held in Toronto, Ont., Canada.

At the stockholders meeting, the board of directors unanimously approved the following appointments for the financial year ending July 31, 2009:

Chairman of the board of directors: Elgin M. Wolfe

President and chief executive officer: J.A. Kirk McKinnon

Chief operating officer and chief financial officer: Richard E. Schler

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