Aurea Mining Inc.
TSX VENTURE : MXA

Aurea Mining Inc.

February 27, 2007 18:31 ET

Aurea Mining Inc. Announces Completion of Non-Brokered Private Placement and Signs Heads of Agreement With Ventura Gold Corp. (TSX VENTURE:VGO)

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Feb. 27, 2007) -

NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA

Aurea Mining Inc. (TSX VENTURE:MXA) announces the closing of a $500,000 non-brokered private placement, consisting of 2.5 Million units of Aurea at $0.20 per unit. In connection with this financing, Aurea has signed a heads of agreement with Ventura Gold Corp. (TSX VENTURE:VGO).

Terms of Private Placement

Each unit will consist of one common share, one-half of one "A" common share purchase warrant (an "A Warrant") and one-half of one "B" common share purchase warrant (a "B Warrant"). Each whole A Warrant will be exercisable to purchase an additional common share at a price of $0.30 per share until August 27, 2007. The terms of the A Warrants also provide that if the closing price of the common shares of Aurea exceeds $0.30 for ten consecutive trading days, Aurea can deliver a notice requiring that all A Warrants be exercised within five business days or they will expire. Each whole B Warrant will be exercisable to purchase an additional common share at a price of $0.35 per share until February 27, 2009. The securities issued pursuant to the private placement are subject to a four month hold period expiring on June 28, 2007.

The proceeds of the private placement will be used to fund exploration of Aurea's mineral properties within the Guerrero Gold Belt in the State of Guerrero, Mexico.

Heads of Agreement

Under the terms of the Agreement, Ventura has the first right, for a two-year period, to participate on a joint venture basis in any exploration and development projects acquired by Aurea in Mexico on terms and conditions to be agreed-upon by the parties, based upon the technical and financial parameters of any projects acquired by Aurea. Excepted from this arrangement are certain properties located in Guerrero State.

Ventura was also granted rights by Aurea, also for a period of two years, to (a) participate in any further equity financing undertaken by Aurea, in order to maintain its prevailing equity interest in Aurea; and (b) to appoint a mutually agreed upon director to the board of Aurea.

Aurea welcomes Ventura Gold Corp. as a strategic partner in the future growth of the company. Aurea Mining enjoys a strong management team focused on gold in Mexico with continuing growth through exploration, acquisition and discovery.

Aurea Mining has assembled a strategic land package of over 81,000 hectares adjacent to known gold deposits in the Guerrero Gold Belt, which is located 230 km south of Mexico City. The region's gold mineralization is primarily hosted by felsic intrusions, carbonate rocks and related skarn bodies. Known gold deposits in this region (e.g. Goldcorp's Los Filos and Nukay Mines and Teck/Goldcorp's El Limon project) have reported total resources of over 10 million ounces.

On behalf of the Board of Directors

Richard Whittall, President & C.E.O.

This news release may contain forward-looking statements regarding future exploration programs and events. Actual results may differ materially from those currently anticipated in such statements.

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

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