August 31, 2017 Antioquia Gold Provides Corporate Update and Files Preliminary Prospectus for C$62,500,000 Rights Offering CALGARY, ALBERTA - (August 31, 2017) - Antioquia Gold Inc. ("Antioquia Gold" or the "Corporation") (TSX VENTURE:AGD)(OTCQX:AGDXF) is pleased to provide a corporate update and announces that it has today filed a preliminary short form prospectus within British Columbia, Alberta and Ontario (the "Offering Jurisdictions"), in respect of a rights offering to raise gross proceeds of up to C$62,500,000 through the issuance of rights (the "Rights") to subscribe for common shares of the Corporation (the "Rights Offering"). The exercise price of the Rights will be determined at the time of the filing of the final short form prospectus.
A Rights Offering was chosen to give the opportunity to all existing shareholders to participate. Major shareholders have informed Antioquia Gold that they intend to participate in the Rights Offering.
As of October 26, 2016, having received the final permit required for construction and mining of the Cisneros Project, the Corporation decided to proceed with the development and construction of an underground gold mine at its Cisneros Project near Medellín, Colombia. The Corporation anticipates initial production in Q2, 2018.
The Corporation is currently engaged in a 3,000 metre surface drilling program with anticipated completion in October 2017. Recent progress at the project includes:
+ 5000 meters of tunnel development
986 meters of Main Ramp developed at level 1160, 115 meters below main access
Average of 400 meters/month of tunnel development in last six months
A 136 meter vertical ventilation shaft has been completed and connected to the underground workings at level 1160
+ 1500 meters of drifts on mineralized structures have been excavated
+ 3300 geochemical channel samples taken in the underground workings
Purchasing main pumping and ventilation equipment to replace contractor's equipment
Underground electric installation on level 1160 has been complete and energized. With a total capacity of 1.0 MVA. The Mine is connected to the national electrical grid
The net proceeds from the offering will be used to advance the project including plant construction, mine development, support areas, tailings deposits and pipeline, infrastructure, studies, mine equipment, general corporate expenses and working capital. Further details can be found in the preliminary prospectus filed on SEDAR.
The record date and the expiry date for the Rights Offering will be determined at the time of filing a final short form prospectus. The Rights Offering will include an additional subscription privilege under which holders of Rights who fully exercise their Rights will be entitled to subscribe for additional common shares of the Corporation, if available, that were not otherwise subscribed for under the Rights Offering.
The Corporation is not qualifying the securities in any jurisdiction other than the Offering Jurisdictions.
The Corporation has not received any standby commitments in respect of the offering. However, the Corporation's largest shareholder, Infinita Prosperidad Minera SAC, which holds approximately 70% of the outstanding common shares of the Corporation, has indicated to the board of directors of the Corporation its present intention to participate in the offering by exercising all or a portion of its basic subscription privilege. Pursuant to applicable regulatory requirements, completion of the Rights Offering is not subject to raising a minimum amount of proceeds.
Roger Moss, Ph.D., P.Geo, is the qualified person, as that term is defined by National Instrument 43-101, on behalf of the Company and has reviewed and approved the scientific and technical content contained in this press release.
Readers are cautioned that the Corporation's decision to move forward with the construction and production of the Cisneros Mine is not based on the results of any preliminary economic assessment ("PEA"), pre-feasibility study or feasibility study of mineral resources or reserves demonstrating economic or technical viability. As such there may be an increased uncertainty of achieving any particular level of recovery of gold or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit.
The offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the acceptance of the TSX Venture Exchange.
The preliminary prospectus is available electronically by visiting SEDAR at www.sedar.com.
For further information on Antioquia Gold Inc. contact:
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 press release.
Reader Advisory Forward-Looking Statements:
This press release contains "forward-looking information" within the meaning of Canadian securities legislation. This information and these statements, referred to herein as "forward-looking statements", are made as of the date of this press release and the Corporation does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by law.
Forward-looking statements relate to future events or future performance and reflect current expectations or beliefs regarding future events and include, but are not limited to, statements with respect to: the completion of the Rights Offering and the use of proceeds of the offering. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "anticipates", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "schedule" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements are made based upon certain assumptions by the Corporation and other important factors that, if untrue, could cause the actual results, performances or achievements of Antioquia to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business prospects and strategies and the environment in which Antioquia will operate in the future, including the accuracy of any resource estimations, the price of gold, anticipated costs and Antioquia's ability to achieve its goals, anticipated financial performance, regulatory developments, development plans, exploration, development and mining activities and commitments. Although management considers its assumptions on such matters to be reasonable based on information currently available to it, they may prove to be incorrect. Additional risks are described in Antioquia's most recently filed Annual Information Form, annual and interim MD&A and other disclosure documents available under the Corporation's profile at: www.sedar.com.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important risk factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements.
Readers should also be cautioned that the Corporation's decision to move forward with the construction and production of the Cisnero Mine is not based on the results of any preliminary economic assessment ("PEA"), pre-feasibility study or feasibility study of mineral resources demonstrating economic or technical viability. Readers are referred to the Cisneros Report for details on independently verified mineral resources on the Cisneros Project. Since 2013, the Corporation has undertaken exploration and development activities; and after taking into consideration various factors, including but not limited to: the exploration and development results to date, technical information developed internally, the availability of funding, the low starting costs as estimated internally by the Corporation's management, the Corporation is of the view that the commissioning of a PEA, the establishment of mineral reserves, the commissioning of a pre-feasibility study or feasibility study at this stage is not necessary, and that the most responsible utilization of the Corporation's resources is to proceed with the development and construction of the mine. Readers are cautioned that due to the lack of a PEA, pre-feasibility study or feasibility study, there is increased uncertainty and higher risk of economic and technical failure associated with the Corporation's decision. In particular, there is additional risk that mineral grades will be lower than expected, the risk that construction or ongoing mining operations will be more difficult or more expensive than management expected. Production and economic variables may vary considerably, due to the absence of a detailed economic and technical analysis in accordance with NI 43-101. Project failure may materially adversely impact the Corporation's future profitability, its ability to repay existing loans, and its overall ability to continue as a going concern.