Ventana Gold Corp.

Ventana Gold Corp.

July 08, 2008 17:54 ET

Ventana Raises $11 Million by Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 8, 2008) - Ventana Gold Corp. ("Ventana" or the "Company") is pleased to announce it has completed a brokered (the "Brokered Placement") and non-brokered private placement (the "Non-brokered Placement") for total gross proceeds of $11,000,000. The Brokered Placement was completed for 5,000,000 subscription receipts ("Subscription Receipts") at a price of $1.60 per Subscription Receipt for proceeds of $8,000,000. Each Subscription Receipt is exchangeable for no additional consideration for one unit (a "Unit") consisting of one common share ("Common Share") and one-half of one non-transferrable common share purchase warrant (each whole warrant, a "Warrant") with each Warrant exercisable to acquire one Common Share at an exercise price of $2.25 for a period of 12 months expiring on July 8, 2009. Concurrent to the Brokered Placement, the Non-brokered Placement was completed for 1,875,000 Units at $1.60 per Unit for proceeds of $3,000,000 with each Unit having the same attributes as the Units underlying the Subscription Receipts.

The Subscription Receipts are exercisable or will be deemed exercised by the holders thereof on the earlier of: (i) the date the Common Shares of the Company become listed on a recognized stock exchange in Canada (the "Listing Date"); and (ii) November 9, 2008, such earlier date being the "Expiry Date". If the Listing Date does not occur by November 9, 2008, each Subscription Receipt shall be exchangeable for Units comprised of 1.10 Common Shares (in lieu of one Common Share) and 0.55 Warrants (in lieu of one half of one Warrant) and the subscriber to the Non-brokered Placement will have the right to require the Company to issue to the subscriber thereof, without additional consideration, additional Units equal to 10% of the number of Units subscribed to in the Non-brokered Placement and the Company shall continue to use its commercially reasonable best efforts to have the Common Shares listed on a stock exchange in Canada.

GMP Securities L.P., the agent to the Brokered Placement, was paid a cash commission of 6% ($480,000) and broker subscription receipts (the "Broker Subscription Receipts") equal in number to 6% (300,000 Broker Subscription Receipts) of the number of Subscription Receipts sold under the Brokered Placement. The Broker Subscription Receipts are exercisable for no additional consideration to acquire Broker Warrants exercisable at a price of $2.25 until July 8, 2009. Peninsula Merchant Syndications Corp. was paid a cash commission of 6% ($180,000) and non-transferrable warrants (the "Finder's Warrants") equal to 6% (112,500 Finder's Warrants) of the Units subscribed to in the Non-brokered Placement. The Finder's Warrants are exercisable at a price of $2.25 until July 8, 2009.

The net proceeds from the Brokered Placement and Non-Brokered Placement will be used to fund further exploration and development of the Company's mineral properties and for general corporate purposes.

The securities (and all underlying securities) issued in the Brokered Placement and Non-brokered Placement are subject to a four-month hold period expiring on November 9, 2008.

ABOUT VENTANA GOLD CORP. - Ventana currently holds 3,892 hectares of exploration property, in the California-Vetas gold district in Colombia, of which 3,710 hectares are wholly-owned with the remainder under option to acquire a 100% interest. The Company is currently drilling at La Bodega, a property lying adjacent to Greystar Resources' Angostura gold-silver deposit.

On behalf of the Board of Directors of Ventana,

Donald B. Clark, President and Director


The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described from time to time in Ventana's latest quarterly report and management discussion and analysis. Ventana assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

No stock exchange has reviewed or accepts responsibility for the adequacy or accuracy of this news release.

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