Verena Minerals Corporation ("Verena" or the "Company")(TSX
VENTURE: VML) is pleased to announce significant changes to the
Board and Management as part of its strategy to develop the large
Volta Grande Gold Project and commence an aggressive exploration
program at the Patrocinio Gold Project, both located in Para State,
Brazil.
Effective February 23, 2010, Messrs. Stan Bharti, P.Eng., Mark
Eaton, and Peter Tagliamonte, P.Eng., MBA, will join Verena's Board
of Directors, with two of the new directors filling existing
vacancies, and the third new director replacing Mr. Terence
Ortslan, who has agreed to resign to permit the Board changes. The
four continuing directors of Verena are Stephen G. Roman, Walid El
Koury Daoud, Rui Botica Santos and Douglas Scharf. In addition,
effective February 26, 2010 provided the financing described below
has been completed, Mr. Bharti will be appointed Chairman of the
Board replacing Mr. Roman, Mr. Eaton will become President &
CEO, replacing Mr. Roman, and Mr. Helio Diniz, based in Belo
Horizonte, Brazil, will become VP, Exploration, replacing Mr.
George Flach. Mr. Jeff Dawley has also agreed to step down as
Verena's CFO, to be replaced by a new CFO appointed by the new
Board.
As part of the commitment of the new Board and Management team
to Verena and its assets, Stan Bharti, through his private equity
firm, Forbes & Manhattan, Inc., has agreed to subscribe for the
majority of the private placement financing to be completed through
D&D Securities Company ("D&D"). The aggregate financing
will be for up to 20 million units, at $0.25 per unit with each
unit comprised of one common share and one warrant exercisable for
24 months at $0.50 per share. In addition, there will be an
over-allotment provision or "greenshoe," for up to an additional
10% of the issue. Verena has entered into an engagement agreement
with D&D to act as agent in the private placement financing,
which is expected to be completed by February 26, 2010. Verena has
agreed to issue D&D 1,000,000 common shares, as well as
1,000,000 warrants for units as compensation for completing the
financing in full. This proposed financing is to be completed on a
best efforts basis, subject to customary conditions including TSX-V
approval.
"With the addition of the Bharti exploration and development
team and a substantial monetary commitment, Verena shareholders
should realize the substantial value of the Volta Grande asset,"
said Stephen G. Roman, Verena's President & CEO.
"Mr. Bharti has a first-class team located in Belo Horizonte,
Brazil and a track record of creating value in Brazil with recent
success such as Desert Sun Mining. We welcome the new directors'
and the management team's involvement, and look forward to creating
substantial shareholder value in Verena," said Mr. Roman.
New Board and Management Biographies
Stan Bharti, P.Eng
Internationally educated in Moscow and London as a professional
mining engineer, Mr. Bharti has over the last two decades
consistently grown multiple mining assets generating billions in
market capitalization. Mr. Bharti is bottom line driven with an
enormous capacity to manage multiple complex transactions. His
considerable financial expertise is evidenced by the ability to
raise over $750 million for precious and base metal projects across
Europe, Australia, South and North American in 2007 alone.
Mark Eaton
Mr. Eaton is a graduate from Hull University, England and is an
experienced investment professional with over 20 years of
experience in equity capital markets specializing in the resource
sector. He has held the position of Managing Director of Global
Mining Sales, a division of CIBC World Markets of Toronto and
Manager of US Equity Sales for CIBC World Markets. Mr. Eaton's most
recent position was as a Partner and Director of Loewen Ondaatje
McCutcheon Ltd., a Toronto-based investment dealer, which he held
from January 2007 until he joined the Board of UEX Corporation in
March, 2008.
Peter Tagliamonte, P.Eng., MBA
Mr. Tagliamonte is a professional mining engineer and also holds
an MBA from the Richard Ivey School of Business, at the University
of Western Ontario. He is the former President and CEO of Central
Sun Mining Inc. and Chief Operating Officer of Desert Sun Mining
Corp., where he was responsible for the development of the Jacobina
Mine in Brazil into a 4,200 tonne per day mining operation. Mr.
Tagliamonte has over 25 years of professional managerial experience
building and operating mines worldwide, notably in Central and
South America. In 2005, he received the Mining Journal's "Mine
Manager of the Year" award in recognition for his work in the
mining sector.
Helio Diniz
Mr. Diniz has over 25 years of experience, most recently as
Director of Exploration, Brazil for Xstrata (formerly Noranda -
Falconbridge). In this role, he was a primary discoverer of the
world class Araguaia Nickel Deposits (+100 million tonnes, 1.5% Ni)
which are currently undergoing scoping studies by Xstrata Nickel.
He also assembled one of the most impressive property portfolios in
the prolific Carajas Mineral District and the land position at
Mangabal. Prior to that, he worked with GENCOR South Africa, and
was involved in the evaluation and development of the Sao Bento
gold mine in Brazil which operated for 25 years.
All of these changes have been agreed upon pursuant to an
agreement made today between Verena and Forbes & Manhattan,
Inc. (the "Agreement"), which provides the mechanics for
implementing the Board and Management changes, along with the
related financing. In addition, the Agreement provides that Robert
F. Rose, who had filed a shareholder meeting requisition with
Verena on January 28, 2010, immediately withdraws that demand.
With the completion of this financing and Verena's current
treasury, the Company will be sufficiently financed to commence an
aggressive exploration and development program at Volta Grande
designed to increase reserves and resources and proceed with
completing a feasibility study. Gryphon Partners will also remain
in its role as financial advisor to assist and advise Verena's
board on its various recent expressions of interest received from
companies interested in the Volta Grande property and other Verena
assets.
About Verena
Verena Minerals Corporation is a Canadian based mineral
exploration company with a portfolio of properties including gold
and Alexandrite gemstones in Brazil. Verena's prime focus is on
expanding the deposit and completing a feasibility study on its
100% owned Volta Grande Project, located in Para State. Verena
trades on the TSX Venture Exchange and currently has approximately
112 million common shares issued and outstanding.
Cautionary Statement on Forward Looking Information
This press release may include forward looking statements within
the meaning of securities laws. Forward looking statements involve
certain risks and uncertainties that could cause actual results to
differ materially from what is currently expected. Accordingly,
readers should not place undue reliance on forward looking
statements. For a more detailed discussion of such risks and other
factors, refer to Verena's filings with the Canadian securities
regulators available on www.sedar.com or the Company's website at
www.verena.com.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Verena Minerals Corporation Stephen G. Roman Chairman,
President and CEO (416) 368-2998 www.verena.com
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