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MINVEN GOLD ANNOUNCES MODIFICATIONS TO RESTRUCTURING PLAN

 DENVER, Colo., May 21 /PRNewswire/ -- MinVen Gold Corp. (AMEX: MVG; Toronto, Vancouver: MVG) ("MinVen") today announced that certain modifications have been made to its previously announced corporate capital restructuring plan. An important feature of the revised plan, which is to be structured as a Plan of Arrangement under the Canada Business Corporations Act, is the raising of U.S. $11.0 million through the issue of senior exchangeable promissory notes (the "exchangeable notes"). A private placement of U.S. $11.0 million raised through Goepel Shields & Partners Inc., a Canadian investment dealer, closed into escrow this morning in Vancouver, British Columbia.
 The principal revision which has been made to the plan of arrangement which has now been approved by The Toronto Stock Exchange, was a reduction in the share exchange ratio for MinVen's existing shareholders. Whereas it was previously proposed that the existing shareholders would receive one unit for every 21.5 common shares currently held by them, the ratio has been revised such that, for every 12.43 outstanding common shares, a holder will receive one unit, resulting in the issuance of approximately 2.77 million units to MinVen's existing shareholders. As indicated below, each unit issued in connection with the plan of arrangement will have attached thereto one-half of a warrant. Each whole warrant will entitle the holder thereof to acquire an additional new common share.
 To become effective, the plan of arrangement requires court and regulatory approvals and will have to be approved by MinVen's shareholders by "special resolution" and also by a majority of MinVen's shareholders excluding the votes of VenturesTrident L.P., VenturesTrident II, L.P., Landon T. Clay and their respective associates, affiliates and insiders (the "VenturesTrident Group"). Assuming that the plan of arrangement receives the required approvals, the exchangeable notes, together with all of MinVen's issued and outstanding convertible indebtedness (the "convertible debt"), which aggregated approximately U.S. $15.1 million at March 31, 1993, will be exchanged for units ("units") consisting, in each case, of one new, consolidated common share (a "new common share") and one-half (1/2) of a common share purchase warrant (a "warrant"). Each whole warrant will entitle the holder to purchase an additional new common share provided that it is exercised within two years from the date of issue, at an exercise price of U.S. $1.50 during the first year and U.S. $1.75 during the second year.
 In addition to the approximately 2.77 million units to be issued to MinVen's current shareholders, an aggregate total of approximately 11.1 million units will be issued upon the exchange of the exchangeable notes and the convertible debt, resulting in the issue, following approval of the plan of arrangement, of an aggregate total of 13.9 million units by MinVen.
 In announcing the revised terms of the restructuring plan and today's closing of the exchangeable note offering, Alan R. Bell, MinVen's president and chief executive officer expressed his thanks to both MinVen's existing shareholders and the investors who have acquired the exchangeable notes for their support. Bell also commented that, assuming that the reorganization plan is approved, the company will be in excellent financial condition and will be largely debt-free and sufficiently capitalized to carry on its business and exploit its opportunities. Bell further commented that both he and other members of the special committee of MinVen's board of directors, who approved the revised terms of the restructuring plan, are pleased that the revised plan will result in the issue of additional units to MinVen's shareholders. Finally, Bell announced that the special committee had retained Deacon Barclays de Zoete Wedd Ltd. to provide an opinion as to the fairness of the terms of the plan of arrangement, as revised, to the shareholders of MinVen other than the VenturesTrident Group. Once this fairness, opinion has been obtained, MinVen will be filing copies of its proxy circular and related materials with the securities regulatory authorities and the stock exchanges in preparation for their mailing to shareholders.
 MinVen is a publicly held mining company based in Denver with interests in four operating gold mines in the United States. Its shares are traded on the American, Toronto and Vancouver stock exchanges under the symbol "MVG."
 -0- 5/21/93
 /CONTACT: Alan R. Bell, president, or Robert R. Gilmore, CFO, 303-573-0221, both of MinVen Gold/
 (MVG)


CO: MinVen Gold Corp. ST: Colorado IN: MNG SU: RCN

BP-JB -- LA027 -- 1289 05/21/93 15:31 EDT
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Date:May 21, 1993
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