Vena Resources Inc.
OTC Bulletin Board : VNARF
FRANKFURT : V1R
TSX : VEM

Vena Resources Inc.

February 21, 2011 02:00 ET

Vena Resources Files Prospectus Supplement for $12 Million Financing

TORONTO, ONTARIO--(Marketwire - Feb. 21, 2011) - Vena Resources Inc. (TSX:VEM)(LIMA:VEM)(FRANKFURT:V1R)(OTCBB:VNARF)(XETRA:V1R.DE) -

NOT FOR DISTRIBUTION TO US NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE US. 

Vena Resources Inc. ("Vena" or the "Company") is pleased to announce that it has filed a prospectus supplement regarding its previously announced public offering of units in British Columbia, Alberta and Ontario. M Partners Inc. and Celfin Capital S.A. SAB (collectively, the "Agents") have entered into an agreement with the Company to arrange, on a best efforts basis, for purchasers of up to 24,039,458 units, of which 720,000 units will be purchased by insiders of the Company, at a price of $0.50 per unit for gross proceeds of approximately $12 million. The Units will be sold in British Columbia, Alberta and Ontario through M Partners and on a private placement basis to purchasers in Chile and Peru through Celfin Capital. 

Each unit shall be comprised of one common share (a "Common Share") and one half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant") (the "Offering"). Each Warrant will entitle the holder to purchase one Common Share of the Company (a "Warrant Share") at a price of $0.75 per Warrant Share at any time following the closing of the Offering until 5:00 p.m. (Toronto time) on the date that is 18 months following the closing date of the Offering. The Company has a right, if the closing trading price for the Common Shares as reported by the Toronto Stock Exchange is greater than $1.00 for a period of 20 or more consecutive trading days on the TSX, to give notice in writing to the holders of the Warrants, within 30 days of such an occurrence, that the Warrants will expire at 5:00 p.m. (Toronto time) on the 30th calendar day following the date of the notice of acceleration unless the Warrants are exercised by the holders of the Warrants prior to such time.

Closing of the Offering is anticipated to occur on or about February 25, 2011. Closing of the Offering is subject to regulatory approval, including approval of the Toronto Stock Exchange ("TSX"). The Company has applied to list the Common Shares and Warrant Shares on the TSX. Listing will be subject to the Company fulfilling all of the requirements of the TSX.

Juan Vegarra, Chairman and CEO stated: "We're very pleased with expanding Vena's shareholder base through the efforts of M Partners and Celfin. The funds from the Offering will be utilized to advance our Azulcocha polymetallic mine to production this year, for further exploration and drilling at our Esquilache project and for general working capital purposes." 

For further information on Vena Resources, please visit the Company website at www.venaresources.com or its Facebook page.  

Statements in this press release regarding the Company's business, plans, intentions, proposed Offering and use of proceeds thereof, which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements. These forward-looking statements are made as of the date hereof and the Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. Information identifying risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's current Annual Information Form and its other filings with the various Canadian Securities Regulators, which are available online at www.sedar.com.

Shares Outstanding: 98,913,285

Fully-Diluted: 121,682,477

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

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