VENCAN GOLD CORPORATION
TSX VENTURE : VCG
TSX : VCG

VENCAN GOLD CORPORATION

February 10, 2009 11:07 ET

VenCan Gold Corporation Announces Results of Annual Meeting of Stockholders and Meeting of Board of Directors

TORONTO, ONTARIO--(Marketwire - Feb. 10, 2009) - VenCan Gold Corporation (TSX VENTURE:VCG) (the "Company") announces that the Annual and Special Meeting of its Stockholders (the "Stockholders' Meeting") was held on January 27, 2009 at the Board of Trade of Metro Toronto, First Canadian Place, 3rd Floor, Toronto, Ontario at 10:00am (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."; and

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 December 10, 2008 was present in person or by proxy at the Stockholders' Meeting.

Holders of more than 90% 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% 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 their remuneration.

Holders of more than 85% 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% 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 December 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% 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 ongoing 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 January 27, 2008 and following the Annual Stockholders' Meeting, a meeting of the Board of Directors of the Company was held in Toronto, Ontario, Canada.

At the Stockholders' Meeting, the board of directors unanimously approved the following appointments for the financial year ending July 31st, 2009:



Elgin M. Wolfe as Chairman of the Board of Directors
J.A. Kirk McKinnon as President and Chief Executive Officer
Richard E. Schler as Chief Operating Officer & CFO


ABOUT THE COMPANY

The Company has a long tradition of gold exploration and production including the Edwards property and the Edwards Gold Mine in the Wawa area. VenCan Gold's current exploration projects focus on gold properties in Northern Ontario - specifically which are either in or near the prolific gold district of Timmins. Management believes that these properties give VenCan Gold very promising exploration opportunities, and positions the Company for new exploration in prolific, past-producing gold districts.

CONTACT INFORMATION

For information on the Company and its Properties, please visit www.vencan.com.

WARNING: Except for historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties, including but not limited to economic, competitive, governmental and technological factors effecting the Company's operations, markets, products and prices and other factors discussed in the Company's various filings with the Securities and Exchange Commission.

SEDAR: 00004007E

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • VenCan Gold
    Brent Nykoliation
    Director of Business Development
    (416) 364-7024
    (416) 364-2753 (FAX)
    bnykoliation@vencan.com

    VenCan Gold
    Richard Schler
    Vice President & CFO
    (416) 364-7024
    (416) 364-2753 (FAX)
    www.vencan.com