TORONTO, Nov. 11 /CNW/ - Vencan Gold Corporation (VCG, TSX Venture
Exchange)
Kirk McKinnon, President & CEO of Vencan Gold Corporation (the
"Corporation") is pleased to announce that the Corporation has signed a Letter
of Intent with Strike Minerals Inc., "Strike", which provides Strike with the
Option of acquiring the "Wawa" property of the Corporation.
The Corporation intends to continue its exploration focus on its Woman
River Properties located in the promising Western Abitibi Greenstone Belt
about 100 km southwest of Timmins.
Strike is committed to advancing exploration on their Edwards Mine
property and already have significant infrastructure in place. Consolidation
in the area will not only facilitate exploration but will also create
synergies and result in cost efficiencies.
We have full confidence in the Strike "Group" to advance exploration in
the area, which will provide Vencan and its shareholders the best opportunity
to maximize the "Wawa" assets.
LETTER OF INTENT
----------------
Strike would receive a 100% interest in the Vencan "Wawa" Property
(43 claims) and would be assigned Vencan's entire 3% NSR on the Strike
Property (Edwards Mine) by making the following payments by the dates noted
and subject to the conditions listed below. Time is of the essence in this
agreement.
a) $10,000 cash immediately upon signing this agreement, which is non-
refundable but will be applied to the transaction if the closing
deadline is met.
b) Option I: Issue (xx)1,000,000 Strike shares and $500,000 on or before
March 31, 2006.
c) Option II: Issue (xx)2,000,000 Strike shares and $300,000 on or
before March 31, 2006.
Conditions
1. (xx)Strike undertakes that they will become listed on the TSX Venture
Exchange by no later than December 31, 2005.
2. Strike must spend at least $125,000 in exploration expenditures on
its Edwards Mine Property on or before January 31, 2006.
3. Vencan has the exclusive right to select either Option I or II until
such time as Strike closes the transaction by issuing all of the
payments due.
4. If the transaction is not closed by March 31, 2006, then Vencan is
entitled to a 1.0% NSR on it's property acquired by Strike
(43 claims). Strike can buyback the first 0.5% of the NSR for
$250,000 and the remaining 0.5% of the NSR for $500,000. Vencan has
the sole right to choose to receive equivalent payment in Strike
shares in lieu of cash for any or all of the required $500,000
payment for the final 0.5% of the NSR only. The transaction share
price for the final 0.5% of the NSR is calculated by using the
average closing share price of the previous twenty days of trading
preceding the date of Strike exercising its option to purchase the
final balance of the NSR.
5. If the transaction is not closed by March 31, 2006, the allowance to
apply the $10,000 deposit towards any required payments is forfeited
and the agreement is null and void. Strike can however elect to
extend it monthly by paying Vencan a fee of $5,000/mth due the first
of every month for a maximum period of 6 months. If Strike fails to
remit the required "extension fees" on any of the due dates to Vencan
or if the 6-month extension period is exceeded then the agreement
becomes null and void. An extension in writing can be granted at the
sole discretion of Vencan.
6. Vencan agrees that they would not sell more than 25% of the acquired
Strike shares in any quarterly period.
7. Prior to closing, Vencan has the option of spending exploration
monies on its property, which would be repaid by Strike upon closing
to a maximum of $50,000.
Both parties agree that this will generally form the basis for a formal
Purchase and Sale Agreement in consultation with legal counsel.
FINANCING
---------
Richard Schler, Vice President & CFO of Vencan Gold Corporation (the
"Corporation") is pleased to announce the following financing arrangement.
This completes the latest private placement financing initiative, which raised
an aggregate of $232,500 in gross proceeds.
- A brokered private placement with Canaccord Capital (Vancouver) of
500,000 flow-through units of the Corporation ("Flow-Through Units")
for gross proceeds of $50,000 (the "Offering"), with each F/T Unit
being comprised of one common share of the Corporation and one-half
(1/2) warrant ("Warrant"), with one whole Warrant being exercisable
to purchase one common share of the Corporation at a price of $0.12
per common share for a period of 24 months after the Closing Date.
(The "Offering").
As compensation for services rendered in respect of the Offering, the
Corporation issued to Canaccord Capital up to 50,000 compensation
"Broker Units", with each such unit entitling the Agent to acquire
one Common Share and one-half (1/2) warrant of the Corporation
("Warrant") at a price of $0.10 with one whole Warrant being
exercisable to purchase one Common Share of the Corporation at a
price of $0.12 per common share for a period of 24 months after the
Closing Date. (The "Offering").
- A non-brokered private placement of 800,000 flow-through units of the
Corporation ("Flow-Through Units") for gross proceeds of $80,000 (the
"Offering"), including $10,000 from Insiders, and 25,000 Units of the
Corporation for gross proceeds of $2,500 (the "Offering"). Each F/T
Unit is comprised of one common share of the Corporation and one-half
(1/2) warrant ("Warrant"), with one whole Warrant being exercisable
to purchase one common share of the Corporation at a price of $0.12
per common share for a period of 24 months after the Closing Date.
(The "Offering"). Each Unit is comprised of one common share of the
Corporation and one warrant ("Warrant"), with each Warrant being
exercisable to purchase one common share of the Corporation at a
price of $0.12 per common share for a period of 24 months after the
Closing Date. (The "Offering").
All securities sold or issued under the Offering are subject to a four-
month hold period. The proceeds of this financing will be used to advance
exploration on Vencan's Cayenne and Chili properties located in Heenan
Township near Timmins and for General Working Capital purposes.
ADMINISTRATION
--------------
The Corporation would like to announce the resignation of Mr. Bryan
Wilson effective November 15, 2005 as Chairman and Director. Mr. Wilson has
assumed other responsibilities and advised that he could no longer devote the
necessary quality time to Vencan matters. On behalf of all shareholders we
would like to thank Mr. Wilson for his past service and contribution and wish
him every success in his future endeavours.
The Corporation would like to announce the appointment of Mr. Elgin
Wolfe, a long time Director and shareholder as Chairman of the Corporation.
The Corporation would like to announce the appointment of Mr. Walter
Brooks as Director. Mr. Brooks has been involved as a past Director in several
TSX-Venture Listed mining companies and has over 25 years experience in the
Corporate Finance sector.
The Board granted the issuance of 544,300 stock options to Directors,
Officers and Consultants of the Corporation under the terms of an Incentive
Stock Option Plan approved by shareholders at the last AGM held on
February 17, 2005. The options are exercisable at $0.10 "per share" for a
period of 4 years.
WARNING: The Company relies upon litigation protection for "forward-
looking" statements.
