Ventura Gold Corp.

Ventura Gold Corp.

November 27, 2006 11:25 ET

Ventura Signs Heads of Agreement with HMZ Metals for Exploration in China and Participates in Private Placement

SCOTTSDALE, ARIZONA--(CCNMatthews - Nov. 27, 2006) - Ventura Gold Corporation ("Ventura") (TSX VENTURE:VGO) reports that it has signed a Heads of Agreement (the "Agreement") with HMZ Metals Inc. ("HMZ") with regard to HMZ's exploration and development activities for precious and base metals in southern China. Under the terms of the Agreement, in connection with Ventura receiving certain rights from HMZ related to its exploration and development activities in China, Ventura has also participated in a non-brokered private placement in HMZ by investing Cdn$200,000 (see details below).

HMZ has significant exploration, development and administrative expertise in China, having operated there for the past five years. HMZ currently holds a 92% indirect interest in a Chinese company, Guangxi Guanghe Metals ("GGM"), which owns a holds a 100% interest in the 5,000tpd Hechi copper smelter, located in Guangxi Province. HMZ is currently in a legal dispute with its partner, Hechi Industrial (HMZ's joint venture partner in GGM), which owns an 8% direct interest in GGM and, subject to resolution of the legal dispute and completion of the proposed new financing by HMZ, an approximate 27% equity interest in HMZ. GGM also holds a 9% interest in the low-cost Gaofeng base metal mine, also located in Guangxi Province and which is not subject to the legal dispute discussed above. The Gaofeng mine operates at a mill capacity of 1,100 tonnes per day ("tpd") at average grades of 9.2% zinc, 1.6% tin, 4.9% lead and 4.3% antimony. HMZ is also currently investigating potential new acquisitions, including a producing gold mine, a base metal mine and its high-grade tailings, and a large base metals tailings project.

Heads of Agreement

Under the terms of the Agreement, Ventura has the first right, for a two year period, to participate on a joint venture basis in any exploration and development projects acquired by HMZ in China on terms and conditions to be agreed-upon by Ventura and HMZ, based upon the technical and financial parameters of any projects acquired by HMZ.

Ventura was also granted rights by HMZ, for a period of two years, to (a) participate in any further equity financing undertaken by HMZ, in order to maintain its prevailing equity interest in HMZ; and (b) to appoint a director to the board of directors of HMZ.

Terms of HMZ Private Placement

As part of a proposed Cdn$600,000 non-brokered private placement of units of HMZ (the "Financing"), Ventura has subscribed in the amount of Cdn$200,000 comprising 4 million units at Cdn$0.05 per unit. Each unit consists of one common share of HMZ and one half of a transferable share purchase warrant, each whole warrant exercisable by Ventura into a common share over a two-year period at a purchase price of: (a) Cdn$0.10 until November 16, 2007, or (b) Cdn$0.15 until November 16, 2008.


Stephen J. Kay, President

The TSX Venture Exchange neither approves nor disapproves the information contained in this News Release.

Contact Information