Venga Aerospace Systems Inc.

Venga Aerospace Systems Inc.

March 12, 2008 08:45 ET

Venga Announces a $1.75 Million Issue of 35 Million Units Consisting of Shares, Warrants and Royalty

TORONTO, ONTARIO--(Marketwire - March 12, 2008) - Venga Aerospace Systems Inc. (TSX VENTURE:VAV)(PINK SHEETS:VNGAF) announced that it has executed a term sheet with Anchor Securities Limited of Toronto, Canada, wherein the Company would receive up to $1.75 million in financing. The term sheet is conditioned on, among other things, the completion of due diligence and the TSX Venture Exchange's approval of a private placement that would see the issue of thirty five million common shares at $0.05 per share, plus the issue of a similar number of warrants, that are exercisable for a period of two years at a rate of two warrants for one common share at a price of $0.15 per share. The financing contemplated by the term sheet is scheduled to close on or before April 10, 2008.

The Company intends to use the net proceeds of the financing to provide the Company with general working capital, to increase the Company's equity position in Global Mineral Investments, LLC ("GMI") to 25% and to fully finance GMI's proposed gold dredging operation in those portions of the Upper Tartweh River that flow through GMI's current licenced mining concessions in Sinoe County, in the Republic of Liberia. GMI's gold dredging operation is scheduled to commence production in the fall of 2008.

Each unit that the Company is offering through the term sheet also includes a pro rata share of a gross overriding royalty ("GOR") on GMI's Liberian mining concessions, starting at 8% of the gross revenue from the proposed dredging operation, subject to a total of $17,500,000. Additionally, the terms of the GOR provide for payment of all net revenues from GMI's gold dredging operation to the investors until they have received the issue amount, i.e. $1,750,000.

The Company also announced that it has signed a funding and operational agreement with GMI wherein the parties have agreed to increase the Company's equity interest in GMI to 25% and the Company has agreed to administer GMI's Liberian gold dredging operation's expenditures and distributions. The agreement, which is conditional on the closing of the financing set out in the term sheet, also provides that any additional Liberian or West African mining concessions that the parties decide to acquire, will be secured in the Company's sole name.

GMI's decision to commence a dredging operation in its mining concessions was made after close consultation with the Liberian government. The potential of a dredging operation in the Tartweh River was recently commented on by Mr. Kpandel Fayia, Liberia's Deputy Minister for Planning and Development, in an official government communique to GMI:

The Ministry of Lands, Mines and Energy is most pleased to know your mining operations in Sinoe County will begin soon. Responsible mining is essential to the economic recovery of Liberia. After our discussion about Global Mineral Investment's options, I believe the best option for you is to begin operations by dredging the Upper Tartweh River in your assigned area.

"Signing this term sheet is a milestone step towards the realization of Venga's goal of both increasing our ownership interest in GMI and being able to fully finance GMI's planned dredging operation," stated Venga President, Hirsh Kwinter.

The Company further announced that it has completed a series of agreements to settle outstanding debts with unsecured creditors through the issuance of capital stock of the company. These agreements require the issuance of three million, two hundred thousand (3,200,000) common shares at a price of five cents ($0.05) per common share for a total value of one hundred and sixty thousand ($160,000.00) dollars. The issuance of these shares is conditional upon approval of the regulatory bodies.

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that may cause the Company's results to differ materially from expectations and speak only as of the date hereof.

SHARES ISSUED: 228,271,893

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

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