TORONTO, Nov. 22, 2013 /CNW/ – Vena Resources Inc. (the “Company” or
“Vena”) (TSX: VEM) (Peru: VEM) (Germany: V1RA) (USA: VNARF) announces
that it has entered into a share purchase agreement with Azincourt
Uranium Inc. (TSXV: AAZ) (“Azincourt”) to sell the Company’s 50% equity
interest in Minergia S.A.C. (“Minergia”), a joint venture company owned
by the Company and Cameco Global Exploration Ltd. (“CGE”), which owns
and operates the Macusani and Muñani uranium projects in the Puno
department of southeastern Peru.

Under the terms of the share purchase agreement, Azincourt will acquire
Vena’s 50% ownership in Minergia in exchange for a total consideration
of $1,000,000, of which $750,000 will be payable in 2,525,252 common
shares (the “Payment Shares”) in the capital of Azincourt which number
of common shares was determined based on the volume weighted average
trading price of such common shares for the 10 days immediately prior
to signing of the share purchase agreement, and $250,000 in cash on
closing.

The closing of the purchase and sale transaction under the share
purchase agreement is subject to a number of conditions, including the
termination of its joint venture with Cameco Corporation and CGE and
various related agreements with respect to Minergia, and the
contemporaneous sale by CGE of its 50% interest in Minergia to
Azincourt. The share purchase agreement also provides that Juan
Vegarra, Vena’s Chairman and CEO will be appointed as a director of
Azincourt.

In a related transaction, CGE granted to the Company the right to
purchase 100% of the common shares in the capital of Azincourt that it
will receive as consideration for the sale of its interest in Minergia
to Azincourt for a period of five months post the closing date at a
price equal to the purchase price plus an amount equal to 50% of the
positive amount, if any, by which the market price exceeds the purchase
price.

Vena will continue to operate the Macusani and Muñani uranium projects
in Peru under the tutelage of Ted O’Connor. Azincourt has agreed to
invest between $1.5 and $2.0 million in the projects annually.

Under the share purchase agreement, Vena agreed to a voluntary resale
restriction, whereby none of the Payment Shares may be traded during
the first 12 months following the date of issuance and, from such time,
the Payment Shares become freely tradeable as to 15% on that 12 month
date, an additional 15% on each of the 15^th, 18^th, 21^st and 24^th months, and the remaining 25% on the 27^th month following the date of issuance.

Juan Vegarra, Vena’s Chairman and CEO stated, “The divestment of
Minergia is part of our strategy to spin off our uranium assets and
combine them with other assets in other countries with significant
upside. We are very pleased and fortunate to have made this deal with
Azincourt, a company that is headed by Ted O’Connor, an individual with
19 years experience in the uranium business and the former Director of
Cameco’s Corporate Development Group who was responsible for overseeing
Cameco’s significant investment in Minergia. Ted and his management
are very well regarded in the uranium industry and they have built a
significant portfolio of exciting uranium assets in anticipation of a
turnaround in the uranium market. Vena believes that its stake in
Azincourt will result in significant upside to Vena shareholders in the
coming years.”

Azincourt is a uranium exploration company that has been focused on
exploration of the Patterson Lake (PLN) property, located in Canada’s
Athabasca Basin, in partnership with Fission Uranium Corp (TSXV: FCU).
Azincourt’s management and board have a strong track record of success.
In addition to Ted O’Connor, the board of directors also includes Ian
Stalker, former CEO of UraMin, a company that was acquired by the Areva
Group for US$2.5 billion in 2007 and Dev Randhawa, founder of
Strathmore Minerals Corp., a company that spun out its Canadian uranium
assets to form Fission Energy Corp., and which was recently acquired by
Energy Fuels.

In other news, the Company would also like to extend its gratitude for
the significant contribution made to Vena over the last several years
by David Bent who recently resigned. Silvia Dedios has assumed the
responsibilities of General Manager, Peru operations and Walter Cuba, a
geologist with nine years of experience focused on the Company’s day to
day uranium exploration activities will assume the responsibilities of
uranium project manager and will work closely with Ted O’Connor, CEO
and President of Azincourt, to continue the development of Minergia’s
uranium assets.

Forward-Looking Statements:
This press release contains forward-looking statements. More
particularly, this press release contains statements that include, but
are not limited to, the sale of the Vena’s 50% interest in Minergia
S.A.C. Forward-looking statements are frequently characterized by words
such as “plan”, “expect”, “project”, “intend”, “believe”, anticipate”,
“estimate”, “may”, “will”, “would”, “potential”, “proposed” and other
similar words, or statements that certain events or conditions “may” or
“will” occur. The forward-looking statements are based on certain key
expectations and assumptions made by Vena. Although Vena believes that
the expectations and assumptions on which the forward-looking
statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because Vena can give no
assurance that they will prove to be correct. Since forward-looking
statements address future events and conditions, by their very nature
they involve inherent risks and uncertainties. Actual results could
differ materially from those currently anticipated due to a number of
factors and risks. In addition to other risks that may affect the
forward-looking statements in this press release are those set out in
Vena’s management discussion and analysis of the financial condition
and results of operations for the three and nine month periods ended
September 30, 2013 and its annual information form for the year ended
December 31, 2012, which are available at www.sedar.com. The
forward-looking statements contained in this press release are made as
of the date hereof and Vena undertakes no obligation to update publicly
or revise any forward-looking statements or information, whether as a
result of new information, future events or otherwise, unless so
required by applicable securities laws.

SOURCE Vena Resources Inc.