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Message: Updates Private Placement
| April 23, 2009 |
| Ventana Updates Private Placement |
| VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 23, 2009) - Ventana Gold Corp. (TSX:VEN) ("Ventana" or "the Company") has negotiated a $6 million non-brokered private placement, as announced on March 30, 2009. The transaction is fully subscribed by Lumina Capital LP, an entity held principally by Vancouver mining entrepreneur Ross Beaty. The maximum number of securities issuable by the Company for the private placement that closed on March 11, 2009 and the private placement announced on March 30, 2009 totals 22,115,000 shares representing 32.128% of the Company's issued and outstanding share capital prior to the announcement of either private placement. As a result of the total number of securities issuable pursuant to these two private placements being in excess of 25% of the Company's outstanding shares, in accordance with Section 607(g)(i) of the TSX Company Manual, closing of the private placement announced March 30, 2009 is subject to approval of a majority of the Company's shareholders. Ventana has sought shareholder approval by way of written consents in accordance with section 604(d) of the TSX Company Manual. All required shareholder approvals have been received. The transaction will not materially affect control of the Company and is expected to close on or about April 30, 2009. Post-transaction, Lumina Capital LP will hold 6,855,000 shares in the Company representing an 8.54% interest. Assuming exercise of warrants, Lumina would hold 12,210,000 shares representing 15.21%. The March 30, 2009 private placement comprises 4.3 million units at $1.40 per unit. Each unit includes one common share plus one non-transferable share purchase warrant exercisable at a price of $2.00 per common share for a period of two years following the close of the transaction. A finder's fee of 5% cash and 7.5% units is payable to Peninsula Merchants Syndications Corp. Net proceeds from the transaction will be used to fund general working capital. Closing is subject to regulatory approvals. About Ventana Ventana holds rights to 4,573 hectares of exploration property in the California-Vetas gold district in Colombia, of which 3,710 hectares are wholly owned with the remainder under option to acquire a 100% interest. Ventana is currently drilling at La Bodega and expanding two newly discovered mineralized zones, La Bodega and La Mascota. |
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