January 09, 2014 Antioquia Gold Announces Corporate Advisory Agreement with Westmount Capital
January 9, 2014, Calgary Alberta: Antioquia Gold Inc. ('Antioquia Gold" or the "Company") (TSX-V: AGD; OTCQX: AGDXF) announces that it has entered in a Corporate Advisory Agreement with Westmount Capital ("Westmount") seeking to finance the further development of its Cisneros Project.
Westmount is a Swiss Investor and Public Relations Advisory Firm and will accompany Antioquia Gold in its path to go into production at its Cisneros Project in the Province of Antioquia in Colombia by assisting management of the Company in its financing endeavors. Westmount will assist management in the planning and execution of a series of private placements (the "Gold Loan Private Placement") of debentures (the "Debentures") over the next 12 months that will fund the current (next 18-24 months) project development that has an estimated budget of US$20 million.
The first tranche of the Gold Loan Private Placement will be for up to US$6 million and is expected to close on, or about February 28, 2014. Successive and ongoing closings could take place under the Gold Loan Private Placement over the next 12 months, up to a maximum of US$20 million. Such amount is open and will be determined by management of the Company as the project evolves into successive construction phases.
The Debentures issued under the Gold Loan Private Placement will have a maturity date of five years following the date of issuance of the Debentures and will rank pari passu in right of payment of principal and interest to all senior obligations of the Company. The Debentures will bear interest at the rate of 8% per annum and shall be payable in cash. The Corporation shall reimburse the principal amount of the Debentures twice yearly, beginning 24 months from the date of issuance, by the payment of, at the option of Debenture holder: (i) cash; or (ii) gold ingots produced from the mine at Cisneros either at a price per ounce of gold equal to the spot market price of gold (second London Fixing) on the date of each payment, minus 10%, or at maximum price US$1,350 per ounce, whichever is the lowest. For the first 18 months, Debenture holders will have the option to convert up to 10% of the principal amount of the Debenture in to common shares of the Company at a price of $0.15 per share.
For the services performed under the Corporate Advisory Agreement, Westmount will receive a monthly retainer of US$7,500 per month and will be entitled to a fee of up to 8% of the amount received by Antioquia Gold under the Gold Loan Private Placement, of which 4% will be payable in cash and 4% will be invested by Westmount in the Gold Loan Placement.
Antioquia Gold and Westmount agree to comply with all applicable Canadian, US, and international securities laws in connection with the terms of the Corporate Advisory Agreement. The completion of the Gold Loan Private Placement is subject to TSX Venture Exchange acceptance and other regulatory approval.
Antioquia Gold intends to use the funds obtained under the first tranche of the Gold Loan Private Placement for the following key projects/studies:
Final Feasibility Study, including the following:
Geotechnical and Hydrological studies;
Design stage plans and complementary studies for Process Plant; and
Detailed mine plan for 1st year operation and Feasibility level design for next 5 years;
Acquisition of key land positions in Cisneros;
Initiate construction of Guaico Tunnel; and
Working Capital for ongoing operations.
Continuing funds after this initial tranche, will go to initial construction of the process plant, acquisition of mining equipment and building necessary infrastructure to support the project in its production capacity of ~35,000 oz/yr. It is anticipated that further cash requirements after this will come from operations.
About Antioquia Gold Inc.
Antioquia Gold has been exploring for precious metals in Colombia since 2007 where its current holdings are close to 40,000 hectares located throughout Colombia. Antioquia's principal asset, which is being actively explored, is its 5,630 hectare Cisneros Project, located 55 km northeast of Medellin in the Department of Antioquia, Colombia. At the Cisneros Project the Company has conducted extensive geochemical and geophysical programs over the entire property and has identified to date eleven (11) exploration z ones. On the original discovery zone it has drilled over 45,000 metres and is well versed in the understanding of the deposit type and the project's path to resource definition and production.
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.
This news release contains certain forward-looking statements, including the closing of the financing and any plans regarding the expected used of proceeds from the financing. Forward-looking statements are based on management's current assumptions and are subject to risks and uncertainties. There can be no assurance that any forward-looking statement will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information due to a number of factors beyond the Company's control. These assumptions, risks and uncertainties include, among other things, management's assumptions about government permitting, equipment procurement and the availability of the necessary consultants and capital, as well as the risks of delay in any of these activities and the risks inherent in Antioquia Gold's operations, including the risks that the Company may not find any minerals in commercially feasible quantity or raise enough money to continue to fund its exploration plans. These and other risks are described in the Company's public disclosure documents filed on the SEDAR website maintained by the Canadian Securities Administrators. The Company does not undertake to update any forward-looking information except as may be required by applicable securities laws.