[3] Sir Chaloner Ogle, who had replaced Admiral Edward Vernon after the defeat at the Battle of Cartagena de Indias in 1741, prepared an invasion of another important commercial port on the Spanish Main.

[5] At first light of the day, Knowles' squadron was 15 miles (24 km) east of the port of La Guaira and Otter was sent ahead to reconnoitre the inner harbour.

Spanish lookouts lit signal fires at 6:30 A.M., alerting the people at both La Guaira and Caracas and bringing Governor Gabriel de Zuloaga 25 miles (40 km) down to the coast with a large body of militia that had been recruited from Colonel Dalzell's regiment in the West Indies.

The commander of the Spanish garrison Mateo Gual and Captain José de Iturriaga prepared for an impending assault supplied with gunpowder by the Dutchs.

Despite instructing his captains to rendezvous at Borburata Keys—4 miles (6.4 km) east of Puerto Cabello—the detached Burford, Norwich, Assistance, and Otter proceeded to Curaçao, compelling the commodore to angrily follow them in.