YSV Ventures Inc.
NEX BOARD : XSV.H

December 05, 2006 16:47 ET

YSV Ventures Inc.: Press Release

TORONTO, ONTARIO--(CCNMatthews - Dec. 5, 2006) - YSV Ventures Inc. ("YSV") (NEX BOARD:XSV.H), is pleased to announce that it is proceeding with the acquisition from Richview Resources Inc. ("Richview"), of 100% of its interests in certain mineral exploration properties in the Kirkland Lake-Larder Lake area of Ontario (the "Properties"). Pursuant to the terms of a Letter of Intent executed with Richview, and announced by Richview on May 26, 2006, YSV will acquire the Properties in exchange for the issuance to Richview of 27,500,000 common shares of YSV at a price of $0.10 per share.

The acquisition price of $2,750,000 is based upon a valuation prepared for YSV by A.C.A. Howe, an independent qualified valuator. As a condition to the closing Richview will also acquire, by way of private placement, a further 2,500,000 common shares of YSV at a price of $0.10 per share, for net proceeds to YSV of $250,000.

Closing of the transaction is subject to a number of conditions, including but not limited to shareholder approval and securities and regulatory approval. In this regard, on December 1, 2006 YSV mailed a Management Proxy and Information Circular ("the Circular"), to all shareholders of record with respect to the calling of an Annual and Special General Meeting to be held on December 22, 2006. At this meeting, the shareholders will be asked among other matters, to approve the acquisition of the Properties from Richview.

Also on December 1, 2006, YSV received conditional approval from the TSX Venture Exchange with respect to the proposed transaction. Final approval is conditional upon fulfillment of the TSX Venture Exchange's requirements. If all conditions are satisfied, YSV anticipates being approved for listing on the TSX-V as a Tier 2 issuer following completion of the transaction.

Full particulars of the proposed transaction are contained in the Circular which is posted on SEDAR ('www.sedar.com') under "YSV Ventures Inc.".

YSV is also pleased to announce that it has filed its interim financial statements and management's discussion and analysis for the nine months ended September 30, 2006. A copy of the interim financial statements and MD&A can be viewed on SEDAR.

The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Circular prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of YSV Ventures Inc. should be considered highly speculative.

About YSV

YSV is a company that is conducting exploration for base metals and gold in Ontario. YSV has an interest in a gold exploration land package in the Kirkland Lake region of Northern Ontario. YSV also owns a 25% interest in 25 staked claims in the James Bay Lowlands adjacent to the Spider Resources/KWG Resources JV property, known as the McFaulds Property.

This press release includes certain "Forward-Looking Statements". Other than statements of historical fact, all statements are "Forward-Looking Statements" that involve such various known and unknown risks, uncertainties and other factors. There can be no assurance that such statements will prove accurate. Results and future events could differ materially from those anticipated in such statements. Readers of this press release are cautioned not to place undue reliance on these "Forward-Looking Statements". All dollar amounts are Canadian dollars unless otherwise noted.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.

Contact Information

  • YSV Ventures Inc.
    Howard Coates
    President & CEO
    (416) 703-6248
    (416) 368-3151 (FAX)