June 25, 2010 Antioquia Gold Amends Terms of Previously-Announced Private Placement Financing June 25, 2010, CALGARY, ALBERTA: Antioquia Gold Inc. (TSX-V: AGD) ("Antioquia" or the "Corporation") announces that it has amended the terms of its previously-announced private placement financing lead by Union Securities Ltd. ("Union"). Under the amended terms of the financing (the "Offering"), Antioquia will issue a minimum of 11,500,000 and a maximum of 14,000,000 special warrants ("Special Warrants") of the Corporation at a price of $0.22 per Special Warrant.
Each Special Warrant issued pursuant to the Offering will entitle the holder thereof to receive, without the payment of any additional consideration, one unit (a "Unit") of the Corporation on the exercise or deemed exercise of the Special Warrant. Each Unit shall consist of one (1) common share and one-half of one (1) common share purchase warrant (a "Warrant"). Each Warrant shall be exercisable at $0.35 for a period of 24 months from the date of issuance of the Special Warrants. The Special Warrants issued under the Offering will be subject to a four-month and one day hold period commencing on the closing date of the Offering (the "Closing Date") under applicable securities legislation. The Special Warrants shall be exercisable by the holders thereof at any time and will be automatically exercised at 4:30 p.m. (Calgary time) on the earlier of: (i) the date a receipt ("Receipt") is issued by the applicable securities regulatory authorities for a final short form prospectus qualifying the common shares and Warrants to be issued upon the exercise of the Special Warrants; and (ii) the date which is 4 months and one day from the Closing Date (the "Release Date"). Antioquia has agreed to use its best efforts to obtain the Receipt on or before the date that is 45 days following the Closing Date. Antioquia has also agreed that 2/3 of the aggregate gross proceeds raised in the Offering will be held in escrow by an escrow agent mutually appointed by Antioquia and Union until the Release Date.
Antioquia has also granted Union an over-allotment option to offer for purchase, on the same terms, up to an additional 2,100,000 Special Warrants for additional aggregate gross proceeds of up to $462,000. This option is exercisable, in whole or in part, by Union at any time, from time to time, up to 5 business days after the Closing Date. The maximum gross proceeds that may be raised under the Offering is $3,542,000 should this option be exercised in full.
Union will receive a cash commission equal to 7% of the aggregate gross proceeds from the Offering as well as that number of compensation options (the "Compensation Options") equal to 7% of the Special Warrants sold under the Offering. Each Compensation Option shall be exercisable into one (1) Unit at a price of $0.22 for a period of 24 months from the Closing Date.
Closing of the Offering is conditional upon conditions customary for transactions of this type, including the receipt of all necessary regulatory and third party approvals, including the approval of the TSX Venture Exchange.
Antioquia expects that it will use the proceeds from this Offering for general working capital and for the continuation of its exploration activities and drilling programs in Colombia.
Caution regarding forward-looking information:
Certain statements contained herein constitute forward-looking statements, including statements concerning the anticipated closing date of the Offering and the anticipated use of proceeds. Antioquia believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included herein should not be unduly relied upon. Closing could be delayed if Antioquia cannot obtain necessary regulatory approvals within anticipated timelines and will not be completed unless certain conditions customary for transactions of this kind are satisfied. The forward-looking statements included in this press release are made as of the date of this press release and Antioquia disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirement. This media release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.