Venga Aerospace Systems Inc.

Venga Aerospace Systems Inc.

December 05, 2006 11:38 ET

Venga Closes First Tranche of Private Placement: TSX Venture Exchange Withdraws Notice to Transfer to NEX

TORONTO, ONTARIO--(CCNMatthews - Dec. 5, 2006) - Venga Aerospace Systems Inc. ("Venga")(TSX VENTUR:VAV)(PINK SHEETS:VNGAF) is pleased to announce that the TSX Venture Exchange (the "Exchange") has accepted for filing documentation with respect to a Non-Brokered Private Placement of $600,000 USD first announced November 14, 2006. Pursuant to this acceptance, the Company is now in receipt of the first tranche of this financing and will be issuing 5,563,500 common shares at $0.05 per share for gross proceeds of $250,000.00 USD. Shares issued under this first tranche of the private placement will be subject to a four - month hold period expiring on April 4, 2007. The Company will use the proceeds of this initial tranche as payment of a portion of Venga's agreed upon capital contribution to the Company's new, 3DP North America Joint Venture.

Further to Venga's previous announcements of December 12, 2005, March 17, 2006 and September 15, 2006 confirming that the Exchange had provided the Company with Notice to Transfer to NEX, Venga is pleased to further announce that based on the Exchange's review of information provided by the Company and in conjunction with the Exchange's acceptance of the Company's Non-Brokered Private Placement, the Exchange has now withdrawn the Notice to Transfer to NEX.

Venga also announces that the Company's 3DP North America Joint Venture has entered into an agreement to purchase two, advanced 3D imaging processors. These processors will be used to meet the new joint venture's initial 3D image production requirements. In addition, Venga announces that it has completed its previously announced sale of a portion of the Company's camera inventories and production equipment to the 3DP North America Joint Venture for which the Company has now received the agreed upon purchase price of $50,000.00 USD.

Venga further confirms that the Exchange has approved the Company's proposal (first announced on September 15, 2006) to issue 13,734,860 common shares at a deemed value of five cents ($0.05) per share to settle outstanding debts totaling $686,743.00.

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: 201,184,633

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

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