| TORONTO,
ONTARIO--(CCNMatthews - December 5,
2006) -Vencan
Gold Corporation (TSX VENTURE:VCG) (Vencan)has
raised $750,000 through the sale of 7,500,000 flow-through
units ("FT Units") at $0.10 each to the MineralFields
Group in a non-brokered private placement. Each
FT Unit shall consist of one common share of VenCan
to be issued as a "flow-through share" and one
non-flow-through common share purchase warrant.
Each common share purchase warrant will entitle
the holder thereof to purchase one common share
of the capital stock of VenCan that is not a "flow-through
share" at an exercise price of $0.15 per common
share at any time until November 17, 2008.
All securities issued in connection with this
financing will be subject to a four month hold
period which expires on March 18, 2007. In conjunction
with the financing, a cash finders fee of 6.5%
of the proceeds for a total of $48,750 was paid,
and broker's compensation options were issued to
acquire a total of 7.0% of the Units sold, being
525,000 broker options exercisable at $0.10 per
Unit until November 17, 2008.
The proceeds from the private placement will be
used by Vencan for exploration work on its properties
in Northern Ontario. Kirk McKinnon, President and
CEO of VenCan stated, "We are very pleased to be
entering into this relationship with MineralFields
Group. This is an important milestone in the growth
of Vencan and we look forward to working with MineralFields
Group as we develop our holdings in the "Timmins
Region".
Financing
In addition, the Corporation completed a non-brokered
private placement for gross proceeds of $15,000,
the terms of which are consistent with those of
the offering of the Units described above. All
securities issued in connection with this financing
will be subject to a four month hold period. The
private placement is subject to final approval
of the TSX Venture Exchange.
Fall 2006 Exploration Program
The company is currently awaiting assays results
from its fall 2006 exploration program and will
be releasing the results once they have been received
from the lab.
About MineralFields
MineralFields Group (a division of Pathway Asset
Management) is a Toronto-based mining fund with
significant assets under administration that offers
its tax-advantaged super flow-through limited partnerships
to investors throughout Canada during most of the
calendar year, as well as hard-dollar resource
limited partnerships to investors throughout the
world. Information about the MineralFields Group
is available at www.mineralfields.com.
Of the Units acquired by the MineralFields Group,
a total of 3,500,000 Units were acquired by Pathway
Mining 2006 Flow-Through Limited Partnership ("Pathway
2006"), one of the limited partnerships administered
by the MineralFields Group. For the purposes of
National Instrument 62-103 early warning reporting,
the address of Pathway 2006 is 1110 Finch Avenue
West, Suite 210, Toronto, Ontario, M3J 2T2. Prior
to completion of the private placement, Pathway
2006 did not exercise control or direction over
any securities of VenCan Gold. As a result of completion
of the private placement pursuant to which Pathway
2006 acquired 3,500,000 Units of VenCan Gold, Pathway
owns 7,000,000 million shares of VenCan Gold on
a fully diluted basis representing approximately
11.4% of VenCan Gold's 61,238,641 issued and outstanding
common shares on a non-diluted basis. Pathway 2006
has acquired the VenCan Gold shares for investment
purposes, and has no current intention to increase
the beneficial ownership, control or direction
of VenCan Gold.
WARNING: The statements made in this news release
may contain forward-looking statements that may
involve a number of risks and uncertainties. Actual
events or results could differ materially from
expectations and projections set out herein. |