Valencia Ventures Inc.
TSX VENTURE : VVI

Valencia Ventures Inc.

February 29, 2012 18:57 ET

Valencia Provides Update Regarding Discussions to Acquire New Phosphate Asset

TORONTO, ONTARIO--(Marketwire - Feb. 29, 2012) - Valencia Ventures Inc. (TSX VENTURE:VVI) ("Valencia" or the "Company") is pleased to update that it is continuing discussions with an arm's length party to acquire a phosphate project in Africa (the "Proposed Transaction"). As announced in its press release dated November 29, 2011, Valencia intends to negotiate and enter into a definitive agreement in respect of the Proposed Transaction, which will provide for conditions precedent that are standard for a transaction of this nature, including satisfactory due diligence, receipt of all regulatory and TSX Venture Exchange (the "TSXV") approvals, and approval by Valencia's shareholders.

In accordance with the policies of the TSXV, the common shares of the Company were halted from trading on November 28, 2011 and will remain halted until further notice.

Valencia will provide further details in respect of the Proposed Transaction in due course by way of news release.

As indicated above, Valencia anticipates that the completion of the Proposed Transaction, which is expected to be structured as a "reverse takeover", will be subject to a number of conditions, including shareholder approval. There can be no assurance that a definitive agreement will be entered into or that the Proposed Transaction will be completed on the terms contemplated in such agreement, or at all.

Board Change

Valencia also announces the resignation of Mr. Stan Bharti from the Board of Directors, effective as of February 29, 2012. Mr. Bharti's resignation does not impact Valencia's consulting agreements with Mr. Bharti and Forbes & Manhattan, Inc. and Valencia remains a member of the Forbes & Manhattan Group of Companies and continues to receive all of the benefits of such membership, including access to a world class team of geologists and mining engineers, advice from Mr. Bharti and other Forbes & Manhattan technical and capital market professionals and strategic advice from the Forbes & Manhattan Board of Advisors. Valencia is considering who should replace Mr. Bharti as Chairman of the Board of Directors and will provide further details in a subsequent news release.

About Valencia

Valencia is a Canadian resource company with common shares that trade on the TSX Venture Exchange under the symbol VVI.

Forward - Looking Information

Certain information set forth in this press release contains "forward-looking information" under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking information, including statements regarding the execution of a definitive agreement, the completion of the Proposed Transaction, the receipt of regulatory and shareholder approvals, management's assessment of Valencia future plans and operations, which statements are based on Valencia's current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking information may be identified by words such as "expects" "anticipates", "believes", "projects", "plans", and similar expressions. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking information necessarily involve known and unknown risks and uncertainties, which may cause Valencia's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking information. These risks and uncertainties include, but are not limited to: liabilities inherent in mine development and production; geological, mining and processing technical problems; Valencia's inability to obtain required mine licenses, mine permits and regulatory approvals required in connection with mining and mineral processing operations; title matters; foreign operations issues; local community issues; competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel; incorrect assessments of the value of acquisitions; changes in commodity prices and exchange rates; currency and interest rate fluctuations; various events which could disrupt operations and/or the transportation of mineral products, including labour stoppages and severe weather conditions; the demand for and availability of rail, port and other transportation services; and management's ability to anticipate and manage the foregoing factors and risks. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Valencia undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.

NEITHER THE 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.

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