Purecore Metals Inc. press release

Vencan Signs Letter of Intent with Strike Minerals Inc.; Completes Second Tranche of Financing with Brokered and Non-Brokered Private Placements.

2005-11-11

CSE - Canadian National Stock Exchange · Canada

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.