August 09, 2010 Antioquia Gold Announces Private Placement of 16,170,801 Shares at a Price of $0.20 Per Share for Gross Proceeds of $3.23 Million
August 9, 2010, Calgary, Alberta - Antioquia Gold Inc. (TSX-V: AGD) ("Antioquia" or the "Corporation") is pleased to announce a non-brokered private placement subscribed by Desafio Minero S.A.C. ("Desafio") for up to 16,170,801 common shares of the Corporation at a price of Cdn.$0.20 per common share for gross proceeds to the Corporation of up to Cdn.$3,234,160.20. The net proceeds of the private placement will be used by the Corporation for general working capital purposes and for the continuation of its exploration activities and drilling programs in Colombia, including on its principal asset, the Cisneros Project, located 70 kilometers northeast of Medellin in the Department of Antioquia, Colombia. Antioquia also announces that it has terminated a previously-announced offering of special warrants of the Corporation for aggregate maximum gross proceeds of $3,020,000.
Desafio is the exploration arm of Consorcio Minero Horizonte S.A. ("Horizonte"), the fifth largest gold producer and second largest underground gold producer in Peru. Horizonte and Desafio are both privately held and controlled by the Navarro-Grau Group .
The Navarro-Grau Group of companies produces approximately 200,000 ounces of gold per year and has 32 years of experience in the exploration, development and operation of underground narrow-vein deposits. The group has a strong pipeline of projects at the exploration and development stage, and is actively involved in expanding their operational footprint and developing new mining opportunities in Peru and Latin America.
Rick Thibault, President and CEO of Antioquia, commented: "The investment by Desafio provides Antioquia with a strategic partner who not only understands and mines similar geological structures in Peru as the Cisneros Project but also provides synergies between the two companies that can advance Cisneros towards production and allow both companies to further explore Colombia." Mr. Thibault added: "We view this placement as a major vote of confidence in our exploration properties. This addition to our treasury comes at a critical point in our exploration program and places Antioquia in a solid position to continue to explore our existing projects."
Felix Navarro-Grau Hurtado, Board Director of Desafio, commented: "Antioquia's Cisneros property potentially hosts a deposit that is very similar to the one we have been producing from in the Pataz Batholith region for more than 32 years. This type of deposit could be characterized as high grade narrow veins with large horizontal and vertical extents. The respective management and technical teams at Horizonte and Antioquia will complement each other very well, and our financial capacity and experience in developing such properties will help expedite the advancement of their projects. This partnership also provides an attractive platform to position Desafio in Colombia and increase our presence in South America."
Private Placement Details
After the private placement, Desafio will hold approximately 19.9% of the then issued and outstanding shares of Antioquia. It is anticipated that Desafio will file an early warning report in connection with its shareholdings.
The TSX Venture Exchange (the "TSXV") has required that shareholder approval ("Shareholder Approval") be sought by the Corporation for Desafio becoming a "control person" of the Corporation (as such term is defined under securities legislation). As such, it is anticipated that Antioquia will close the private placement on or about August 11, 2010 for approximately 12,128,101 Common Shares, for aggregate gross proceeds of Cdn.$2,425,620.20 and issue a special warrant for Cdn.$808,540, with the special warrant convertible into 4,042,700 additional Common Shares of the Corporation at no additional consideration upon receipt of Shareholder Approval. Until receipt of Shareholder Approval, the Cdn.$808,504 will be held in escrow. Antioquia has agreed to call a meeting of its shareholders to be held within 55 days of the closing of the private placement or to obtain written shareholder consent within such time period and has agreed that should Shareholder Approval be sought at the shareholders' meeting, to recommend that shareholders vote in favour of having Desafio become a "control person". The private placement and related transactions remain subject to the approval of the TSXV.
At closing of the private placement, Antioquia will pay a finder's fee comprised of cash (7% of the gross proceeds of the private placement) and warrants to acquire that number of common shares of the Corporation equal to 7% of the shares issued to Desafio at a price of $0.20 per share exercisable for two years from the date of issuance.
Under applicable Canadian securities laws, all securities issued by Antioquia in connection with the private placement will be subject to a statutory hold period expiring four months and a day immediately following the date of issaunce.
TD Securities Inc. is acting as financial advisor to Horizonte and Desafio, and Fasken Martineau DuMoulin LLP is acting as their legal advisor in connection with this transaction. Davis LLP is acting as legal advisor to Antioquia.
In recognition of the strategic advantages of the new private palcement, a private placement previously announced on June 16, 2010 and amended on June 24, 2010 for an aggregate maximum gross proceeds of $3,020,000 has been terminated by mutual agreement by Antioquia and Union Securities Ltd. Antioquia and Union Securities Ltd. continue to have a close business relationship and look forward to future dealings.
Strategic Partner Alliance
At closing of the private placement, Antioquia and Desafio will enter into a strategic alliance agreement pursuant to which Desafio will be granted certain rights, including the right to maintain its percentage equity ownership interest in the Corporation, the ability to nominate at least one director to Antioquia's board as long as Desafio's ownership interest remains 10% or greater, and a right of first refusal in respect of the sale by Antioquia of any of its mineral property assets. Desafio will be considered a preferred Joint Venture partner in any future potential joint ventures especially as they relate to any asset sale or Antioquia's 32,000 hectare Strategy Properties portfolio. The six projects comprising the Strategic Properties portfolio are all located throughout the prolific Cauca Porphyry Belt near such notable properties as Marmato and Buritica.
Antioquia Gold Inc.
Antioquia Gold is a Calgary-based mineral exploration company, focused on searching out precious metals and other opportunities in Colombia since 2007. The Corporation's flagship property is the Cisneros Project, located 70 kilometres northeast of Medellin in the Department of Antioquia. Exploration on the Cisneros Project is ongoing and includes drilling, trenching, ground geophysics and soil sampling. Antioquia also controls 32,000 hectares of exploration concessions in the Cauca Porphyry Belt of Colombia.
Certain statements contained herein constitute forward-looking statements, including statements concerning the anticipated closing date of the Offering, the anticipated use of proceeds and matters related to obtaining Shareholder Approval. 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. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances, such as future availability of capital on favourable terms, may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Antioquia. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. 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.
All information contained in this news release with respect to Desafio and any related entities was supplied by Desafio for inclusion herein, and Antioquia and its directors and officers have relied on Desafio for any information concerning Desafio.
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