Venture One Capital Corp.

November 19, 2009 19:49 ET

Venture One Capital Corp. Announces Receipt of Conditional Approval for Qualifying Transaction, the Filing of Filing Statement and the Terms of Short Form Offering

WEST VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 19, 2009) - Venture One Capital Corp. ("Venture One" or the "Corporation") (TSX VENTURE:VO.P) is pleased to announce that further to its news releases dated June 22, 2009 and July 16, 2009, the TSX Venture Exchange (the "Exchange") has conditionally approved the acquisition (the "Acquisition") by the Corporation of all of the issued and outstanding shares of NMC., Inc., the owner and operator of certain mineral exploration properties (the "Properties") located in the Republic of Korea (the "Acquisition").

The filing statement of the Corporation dated November 17, 2009, which describes the terms of the Acquisition, has been filed with the Exchange and applicable securities commissions and is available on SEDAR under the Corporation's profile at

Concurrent with the closing of the Acquisition, the Corporation intends to complete the previously announced short form offering of common shares of the Corporation ("Common Shares") in the Provinces of British Columbia and Alberta in accordance with the policies of the Exchange by way of short form offering document (the "Offering"). The use of proceeds from the Offering will be used to fund exploration on the Properties, the completion of construction of a mill plant and facilities and for general working capital all as outlined in the Filing Statement. 

In respect of the Offering, the Corporation and NMC., Inc. have entered into an agency agreement (the "Agency Agreement") with Bolder Investment Partners, Ltd. (the "Agent") dated November 19, 2009, wherein the Agent has agreed to sell up to 12,500,000 Common Shares on a commercially reasonable efforts basis for aggregate gross proceeds of up to $1,500,000. In addition, and pursuant to the Agency Agreement, the Agent has been granted an over-allotment option, whereby the Agent, in its sole discretion, may elect to offer, on a commercially reasonable efforts basis, up to an additional 4,166,667 Common Shares under the Offering for additional aggregate gross proceeds of up to $500,000. Pursuant to the Agency Agreement, the Agent will receive a commission of 8% of the gross proceeds of the Common Shares sold under the Offering payable in cash or Common Shares, at the election of the Agent. In addition, the Agent will also be granted non-transferable warrants entitling it to purchase Common Shares in the amount of 10% of the total number of Common Shares sold under the Offering at a price of $0.15 per Common Share for twenty-four months following the closing of the Offering. The Agent will also be reimbursed for its reasonable legal and out-of-pocket expenses. In addition, the Agent has received a non-refundable work fee of $15,000 plus applicable taxes and will be entitled to receive a corporate finance fee of $10,000 plus applicable taxes upon closing of the Offering. 

The Common Shares are currently halted from trading in accordance with the policies of the Exchange. 

Cautionary Statements

Certain statements contained in this release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the closing of the Acquisition and the terms and conditions of the Offering. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Venture One. The material factors and assumptions in which the forward-looking information is based include: the parties to the Acquisition being able to obtain the necessary director, shareholder, third-party and regulatory approvals to close the Acquisition and the Offering. Risk Factors that could cause actual results or outcomes to differ materially from the results expressed or implied by the forward-looking information contained herein include, among other things: the parties will not proceed with the Acquisition, Offering and associated transactions and that the Acquisition, Offering and associated transactions will not be successfully completed for any reason including the failure to obtain the necessary director, shareholder, third-party and regulatory approvals; changes in tax laws; general economic and business conditions; the inability of the Agent to complete the Offering; changes in the regulatory regulation. Venture One cautions the reader that the above list of risk factors is not exhaustive and readers are referred to the risk factors described in the Corporation's filing statement filed on SEDAR. The forward-looking information contained in this release is made as of the date hereof and Venture One is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of Acquisition, Offering and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Contact Information

  • Venture One Capital Corp.
    Daniel B. Evans
    President, Chief Executive Officer and Director
    (604) 922-2030