Venerable Ventures Ltd.

May 19, 2011 13:00 ET

Venerable Ventures Ltd. Announces Completion of Qualifying Transaction and Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 19, 2011) -Venerable Ventures Ltd. ("Venerable" or the "Company") (TSX VENTURE:VLV.P) is pleased to announce that it has completed its qualifying transaction (the "Transaction"), as previously announced in press releases dated December 14, 2010 and May 11, 2011, and as more particularly described in its filing statement dated May 5, 2011 (the "Filing Statement"). As a result of the completion of the Transaction, the Company has ceased to be a Capital Pool Company (as defined in the policies of the TSX Venture Exchange (the "Exchange")). The Company is expected to commence trading as a Tier 2 Mining Issuer on the Exchange at the opening of the market on Tuesday, May 24, 2011. The new trading symbol of the Company will be "VLV".

The Company completed the Transaction through the closing of an option agreement dated April 26, 2011 (the "Option Agreement") with Robert Carmichael and Landmark Geological Inc. (collectively, the "Optionors"), pursuant to which the Optionors have granted the Company an option (the "Option") to acquire 100% of their right, title and interest in and to certain mining claims known as the Trout Claims, covering approximately 6,926 hectares, located in the Nechako Plateau Area, Omineca Mining Division, near Vanderhoof, British Columbia (the "Property"). In order to exercise the Option, the Company has agreed to pay the Optionors total cash payments of $435,000 and issue the Optionors an aggregate of 1,000,000 common shares of the Company (each, a "Share"), each payable over a three-year term. Venerable has also committed to incur exploration expenditures totaling $1,500,000 over the three-year Option period.

The Concurrent Financing

In connection with the closing of the Transaction (the "Closing"), Venerable completed a non-brokered private placement financing (the "Financing") of an aggregate of 420,000 units (each, a "Unit"), at a price of $0.25 per Unit, for total gross proceeds of $105,000. Each Unit consisted of one Share and one share purchase warrant, with each warrant exercisable into one Share at a price of $0.60 per Share until 12 months following the Closing, subject to a right of call of the Company.

All of the securities issued in connection with the Financing, and the shares issued to the Optionors in connection with the Option Agreement, will be subject to a four month hold period under applicable securities laws.

Current Share Capital

As a result of the Closing, the Company's capital structure is as follows:

Shares outstanding prior to closing of QT9,568,000
Shares issued to the Optionors300,000
Shares issued under the Financing420,000
Total Non-Diluted:10,288,000
Financing warrants expiring May 18, 2012420,000
IPO Agent's Warrants expiring September 20, 2012756,800
Existing stock options expiring September 20, 2015500,000
Total Fully Diluted:11,964,800(1)
(1) Does not include the 700,000 common shares to be issued to the Optionors subsequent to the Closing pursuant to the terms of the Option Agreement.

For more information, please refer to the Filing Statement and to the Company's technical report prepared with respect to the Property in accordance with National Instrument 43-101 ("NI 43-101") entitled, "Technical Report, Trout Property, Nechako Plateau Area, Omineca Mining Division, Central British Columbia, Canada", written by Erik A. Ostensoe, P.Geo, an independent qualified person as defined in NI 43-101, both of which are available on SEDAR at

About the Company

As a result of the completion of the Transaction, the Company will now be a Canadian natural resource company engaged in the acquisition, exploration and development of mineral properties, with its primary focus on the Property.



Ryan Sharp, President, Chief Executive Officer and Director

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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