AUX Acquires Ventana Gold

On March 4, 2011, AUX Canada Acquisition Inc. (“AUX”), an affiliate of Eike Batista's EBX Group, acquired 73.3 per cent of the outstanding common shares of Ventana Gold Corp. (“Ventana”) through its take-over bid for Ventana.

That bid was then extended and at the end of the 10-business day extension, an additional 5.8 per cent of Ventana's common shares were tendered to the bid and acquired by AUX.

Together with the common shares of Ventana previously owned by AUX and its affiliates and associates, AUX now holds approximately 96.7 per cent of the outstanding common shares of Ventana and has commenced a compulsory acquisition of the remaining common shares. The transaction had an aggregate value of approximately $1.6 billion.

AUX initially announced an intention to make an unsolicited take-over bid for Ventana on November 17, 2010 and formally commenced its bid at $12.63 per common share on December 16, 2010.

In its Directors' Circular dated December 22, 2010, the board of directors of Ventana unanimously recommended that shareholders reject the AUX offer.

On February 14, 2011, AUX and Ventana reached a verbal agreement on a negotiated transaction under which AUX agreed to increase its offer to $13.06 per common share of Ventana.

On February 15, 2011, AUX and Ventana entered into a support agreement reflecting this agreement and AUX entered into lock-up agreements with the directors and officers of Ventana and certain other shareholders who, in the aggregate, held approximately 17.8 per cent of the common shares of Ventana on a fully diluted basis.

AUX was represented by Cassels Brock & Blackwell LLP, with a team that included Mark Bennett, Jeffrey Roy, Joan Beck and Michael Noonan (M&A); Chris Hersh (competition) and Ken Snider and Paul Carenza (tax).

Ventana was represented by Davies Ward Phillips & Vineberg LLP, with a team that included Kevin Thomson, Peter Hong, Jennifer Grossklaus and Anthony Spadaro (M&A); Ian Crosbie and Duncan Osborne (tax); John Bodrug (competition) and Gerald Shepherd (US securities).