Flex-N-Gate Corporation announces mailing of bid circular for Ventra bid

    -- Offer represents a 30% premium over the pre-bid closing  price --

    TORONTO, Aug. 9 - Flex-N-Gate Corporation ("FNG"), a private
U.S. company, through its wholly owned subsidiary VTA Acquisition Company
("VTA Acquisition") announced today that VTA Acquisition has mailed a takeover
bid circular to all shareholders of Ventra Group Inc. ("Ventra")
offering to acquire (the "Offer") all Ventra shares not owned by VTA
Acquisition at a price of CDN$1.65 per share.
    The Offer which was previously announced on July 24, 2001, represents a
premium of approximately 30% over the July 23, 2001 closing price of Ventra's
shares on The Toronto Stock Exchange and will be payable in cash on closing.
The Offer will be open for acceptance until midnight local time at the place
of deposit on September 13, 2001, unless withdrawn or extended, and will be
conditional upon, among other things, VTA Acquisition acquiring sufficient
shares so that it holds at least 66 2/3% of Ventra's outstanding common
shares. The Offer is also subject to customary regulatory consents and
approvals.
    VTA Acquisition presently owns 8,521,200 or approximately 18.3% of
Ventra's approximately 46.5 million issued and outstanding common shares.
    FNG, VTA Acquisition and Ventra previously announced that they had
entered into a support agreement pursuant to which FNG agreed to cause VTA
Acquisition to make the Offer and Ventra agreed to support the Offer.
    Ventra's Board of Directors, acting on the advice of its Special
Committee and financial advisor, has unanimously approved the Offer. Ventra's
financial advisor, BMO Nesbitt Burns Inc., has indicated that it will be
delivering an opinion that the Offer price is fair from a financial point of
view to Ventra's shareholders, other than FNG. The Board is recommending that
Ventra shareholders accept the Offer and tender their shares to VTA
Acquisition. Ventra's Board of Directors has waived the application of
Ventra's shareholder rights plan to the Offer.
    Ventra's bankers are also supportive of VTA Acquisition's purchase of
Ventra and have entered into an amendment to its existing arrangements to
facilitate the transaction.
    VTA Acquisition has entered into a lock-up agreement with the ex-chairman
and founder of Ventra, Kenneth Nichols, pursuant to which Mr. Nichols has
agreed to tender his entire 8.2% interest in Ventra to the Offer.
    Flex-N-Gate Corporation of Urbana, Illinois, is a privately-owned Tier 1
North American supplier of large structural steel stamped automotive
components and systems. FNG owns and operates manufacturing facilities in the
United States, Canada and Mexico.
    Ventra Group Inc. is a leading, global supplier of a broad range of high-
quality engineered mechanical assemblies and a leading North American Tier 1
supplier of high precision moulded and painted plastic systems and components
for the automotive industry.
    FNG and VTA Acquisition have retained Dundee Securities Corporation, one
of Canada's largest independent investment dealers, to act as their financial
advisor and as the Dealer Manager for the transaction. The Dealer Manager has
undertaken to form and manage a Soliciting Dealer Group comprising members of
the Investment Dealers Association of Canada and members of Canadian stock
exchanges to solicit acceptances of the Offer in Canada. Additional
information about the Offer or copies of the takeover bid circular may be
obtained from shareholders' investment advisors or Dundee Securities
Corporation.