VENCAN GOLD CORPORATION
TSX VENTURE : VCG

VENCAN GOLD CORPORATION

December 05, 2006 10:46 ET

VenCan Gold Corporation Announces Private Placement of Flow-Through Units With the MineralFields Group

TORONTO, ONTARIO--(CCNMatthews - Dec. 5, 2006) - VenCan Gold Corporation (TSX VENTURE:VCG)("Vencan") has raised $750,000 through the sale of 7,500,000 flow-through units ("FT Units") at $0.10 each to the MineralFields Group in a non-brokered private placement. Each FT Unit shall consist of one common share of VenCan to be issued as a "flow-through share" and one non-flow-through common share purchase warrant. Each common share purchase warrant will entitle the holder thereof to purchase one common share of the capital stock of VenCan that is not a "flow-through share" at an exercise price of $0.15 per common share at any time until November 17, 2008.

All securities issued in connection with this financing will be subject to a four month hold period which expires on March 18, 2007. In conjunction with the financing, a cash finders fee of 6.5% of the proceeds for a total of $48,750 was paid, and broker's compensation options were issued to acquire a total of 7.0% of the Units sold, being 525,000 broker options exercisable at $0.10 per Unit until November 17, 2008.

The proceeds from the private placement will be used by Vencan for exploration work on its properties in Northern Ontario. Kirk McKinnon, President and CEO of VenCan stated, "We are very pleased to be entering into this relationship with MineralFields Group. This is an important milestone in the growth of Vencan and we look forward to working with MineralFields Group as we develop our holdings in the "Timmins Region".

Financing

In addition, the Corporation completed a non-brokered private placement for gross proceeds of $15,000, the terms of which are consistent with those of the offering of the Units described above. All securities issued in connection with this financing will be subject to a four month hold period. The private placement is subject to final approval of the TSX Venture Exchange.

Fall 2006 Exploration Program

The company is currently awaiting assays results from its fall 2006 exploration program and will be releasing the results once they have been received from the lab.

About MineralFields

MineralFields Group (a division of Pathway Asset Management) is a Toronto-based mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada during most of the calendar year, as well as hard-dollar resource limited partnerships to investors throughout the world. Information about the MineralFields Group is available at www.mineralfields.com.

Of the Units acquired by the MineralFields Group, a total of 3,500,000 Units were acquired by Pathway Mining 2006 Flow-Through Limited Partnership ("Pathway 2006"), one of the limited partnerships administered by the MineralFields Group. For the purposes of National Instrument 62-103 early warning reporting, the address of Pathway 2006 is 1110 Finch Avenue West, Suite 210, Toronto, Ontario, M3J 2T2. Prior to completion of the private placement, Pathway 2006 did not exercise control or direction over any securities of VenCan Gold. As a result of completion of the private placement pursuant to which Pathway 2006 acquired 3,500,000 Units of VenCan Gold, Pathway owns 7,000,000 million shares of VenCan Gold on a fully diluted basis representing approximately 11.4% of VenCan Gold's 61,238,641 issued and outstanding common shares on a non-diluted basis. Pathway 2006 has acquired the VenCan Gold shares for investment purposes, and has no current intention to increase the beneficial ownership, control or direction of VenCan Gold.

WARNING: The statements made in this news release may contain forward-looking statements that may involve a number of risks and uncertainties. Actual events or results could differ materially from expectations and projections set out herein.

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

Contact Information

  • VenCan Gold Corporation
    J. A. Kirk McKinnon
    President and Chief Executive Officer
    (416) 364-7024
    or
    VenCan Gold Corporation
    Richard Schler
    Vice President & CFO
    (416) 364-7024
    (416) 364-2753 (FAX)
    Email: Vencan@Vencan.com
    Website: www.Vencan.com