Vena Resources Signs Letter of Intent to Amalgamate With Forrester Resources

TORONTO, ONTARIO--(Marketwired - June 26, 2014) - Vena Resources Inc. (the "Company" or "Vena") (TSX:VEM)(OTCBB:VNARF)(FRANKFURT:V1R) announces that it has entered into a non-binding letter of intent (the "LOI") to acquire 100 per cent of the common shares of Forrester Resources Corp. ("Forrester"). Forrester is a private company incorporated under the laws of the Yukon Territory, with its head office in Toronto and holds an option to acquire up to 85% of the mining concessions known as the "Las Princesas/La Reyna Properties" located in the District of Quiruvilca, Province of Santiago de Chuco, Region of La Libertad, in northern Peru.

The LOI contemplates that, on the closing of the proposed acquisition (the "Acquisition"), Vena will issue an aggregate of 22,894,097 common shares ("Vena Shares") in the capital Vena in exchange for all of the issued and outstanding common shares of Forrester. Based on the number of securities of Vena and Forrester currently outstanding, immediately following the closing of the Acquisition, it is anticipated that there will be approximately 91,617,216 Vena Shares outstanding on a non-diluted basis, of which former shareholders of Forrester will own approximately 22,894,097 of such common shares, representing approximately 24.99% of the outstanding Vena Shares and the current shareholders of Vena will own approximately 68,723,119 Vena Shares, representing approximately 75.01% of the outstanding Vena Shares.

Upon signing the LOI, Forrester advanced Vena $100,000 to be used for tenements renewal and general working capital. The closing of the Acquisition is subject to a number of conditions including that Forrester have a cash balance of at least $700,000.

Should the Acquisition be completed, Forrester will become a wholly-owned subsidiary of Vena. The board of directors of Vena post-Acquisition would be comprised of seven directors, consisting of Marc Henderson, Martin Walter, and the existing five Vena directors, namely Juan Vegarra, John Clarke, Andre Gauthier, Miguel Grau and Jose Roberto de Romaña Letts of which to will resign prior to the next annual general meeting of shareholders. Juan Vegarra, Vena's current Chairman and Chief Executive Officer would remain as the Executive Chairman of the board of directors of Vena and Martin Walter, the current Chief Executive Officer of Forrester, will assume the role as President of Vena.