Venga Aerospace Systems Inc.
PINK SHEETS : VNGAF
TSX VENTURE : VAV

Venga Aerospace Systems Inc.

November 24, 2008 11:00 ET

Venga Closes $545,000 Private Placement

TORONTO, ONTARIO--(Marketwire - Nov. 24, 2008) - Venga Aerospace Systems Inc. (TSX VENTURE:VAV)(PINK SHEETS:VNGAF) (the "Company") is pleased to announce the closing of the non-brokered private placement (the "Placement" or the "Offering") announced on October 10, 2008 and revised on October 17, 2008. Pursuant to the terms of the Offering, the Company will be issuing 10,900,000 common shares for gross proceeds of $545,000. All shares issued pursuant to the Placement will be subject to a hold period, which expires four months after closing.

As previously announced, in accordance with the terms of a funding and operational agreement (the "Funding Agreement") that Venga entered into with Global Mineral Investments, LLC ("GMI"), the proceeds from the Offering will be used by Venga to fund GMI's planned gold dredging operations (the "Gold Dredging Operations") in those portions of the Upper Tartweh River that flow through GMI's four existing concessions (the "GMI's Concessions") located in the Sanquin Mining Zone, Sinoe County, the Republic of Liberia, to acquire an additional 16% equity interest in GMI (giving Venga a 20% total interest) and for general corporate purposes.

Under the terms of the Funding Agreement:

- GMI is granted full operational management of the Gold Dredging Operations with Venga being given control of the financial affairs of the Gold Dredging Operations;

- Venga will be entitled to receive an annual financial management fee calculated as being the greater of $120,000 or an amount equal to 1% of all monies received, disbursed or distributed by the Company as the financial manager of Gold Dredging Operations;

- Revenues derived from the recovery of all minerals other than gold, including diamonds, will be for the benefit of all parties to the Funding Agreement so that such revenues will be included in the calculation of the distributable profit payable to such parties flowing from the Gold Dredging Operations;

- The records of Liberia's Ministry of Lands, Mines and Energy with respect to the GMI's Concessions will be amended to reflect Venga's direct ownership of these concessions in a percentage that is equal to Venga's then equity ownership position in GMI;

- Venga has been granted an option over the next two years to acquire up to an additional 5% equity interest in GMI at a cost of $100,000 per 1% of GMI that the Company elects to so acquire; and

- Any additional mining concessions secured or negotiated by GMI or Venga in Liberia or West Africa will be acquired in the joint names of GMI and Venga reflecting the parties' equal ownership of such additional concessions.

"This country is endowed with many natural resources which, with the exception of iron ore, have remained untapped," stated Mr. Kpandel Fayia, Liberia's Deputy Minister for Planning and Development, Ministry of Lands Mines and Energy, Republic of Liberia. "Gold is ubiquitous in the entire territorial limits of Liberia. The region comprising Global Mineral Investments' acquired concession area is very rich in both primary and alluvial gold. If the requisite geological research is conducted in the concession, the mining property could go into profitable production for many years and with the price of gold set to rise after the turbulence in the world market, the prospects are high," continued Deputy Minister Fayia. "We are excited to know that Global Mineral Investments and Venga Aerospace Systems Inc. are going to be part of the reconstruction process of a country emerging from nearly twenty years of destructive war," continued Deputy Minister Fayia. "We believe that partnering with well intentioned people like you will yield the requisite dividend with both government and partners going through a win - win scenario. We look forward to working with you," commented Deputy Minister Fayia.

"When today, many companies are questioning their future, we are moving forward," stated Venga's President, Hirsh Kwinter. "It has always been management's mission statement that advancing the benefit of our Company is of prime importance and that achieving this goal comes before the demands, needs or entitlements of senior management. This has meant great sacrifices by our management team, who have worked many years without salary or benefits in their belief that their compensation should only come once the Company achieved success," stated Kwinter. "These investors are investing in this ideal and ethic and the closing of this financing constitutes a strong endorsement of the Company's management and its future," continued Kwinter. "Perhaps, if senior managers of other companies had adopted a similar ethic, the troubling state that the equity markets now find themselves in may have been lessened," stated Kwinter. "I have never been more optimistic about Venga's future. We are off to Africa and we are hopeful that we will achieve the success that our shareholders have long hoped for," concluded Kwinter.

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that may cause the Company's results to differ materially from expectations and speak only as of the date hereof.

SHARES ISSUED: 228,271,893

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Venga Aerospace Systems Inc.
    Hirsh Kwinter
    President
    (514) 489-7175
    Email: venga@rogers.com