April 19, 2018 Antioquia Gold Provides Corporate Update and Files Prospectus for C$62,500,000 Rights Offering CALGARY, ALBERTA - (April 19, 2018) - 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 short form prospectus dated April 19, 2018 (the "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 (the "Rights Offering") through the issuance of rights (the "Rights") to subscribe for common shares of the Corporation ("Common Shares"). The exercise price of the Rights will be $0.042 per Common Share.
Pursuant to the Rights Offering, each registered holder of Common Shares as of April 26, 2018 (the "Record Date") will receive 4.84347 Rights for each Common Share held on the Record Date. For each whole Right held, the holder thereof is entitled to purchase one Common Share at a price of $0.042 per Common Share prior to 5:00 p.m. (Toronto Time) on May 28, 2018.
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 first production tests to start in the third quarter of 2018.
The net proceeds from the Rights 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 final prospectus filed on SEDAR.
The Rights Offering includes an additional subscription privilege under which holders of Rights who fully exercise their Rights will be entitled to subscribe for additional Common Shares, if available, that were not otherwise subscribed for under the Rights Offering. The Rights are expected to be listed for trading on the TSX Venture Exchange under the symbol "AGD.RT" on April 25, 2018 and are expected to continue trading until noon (Toronto Time) on May 28, 2018. The TSX Venture Exchange has approved the listing of the Common Shares issuable upon exercise of the Rights subject to the Corporation fulfilling all of the listing requirements of the TSXV.
The Corporation is not qualifying the securities in any jurisdiction other than the Offering Jurisdictions.
The Corporation has received a forbearance agreement (the "Forbearance Agreement") in connection with the Rights Offering from the Corporation's largest shareholder, Infinita Prosperidad Minera SAC ("Infinita"), which holds approximately 70% of the outstanding common shares of the Corporation. Pursuant to the Forbearance Agreement, Infinita has agreed with the Corporation that Infinita shall not demand repayment of US$31,581,249 of the Demand Loan (as defined in the prospectus) and shall not make demand in respect of US$16,793,806 of the Term Loan (as defined in the prospectus) or accelerate the Term Loan prior to the date that is 12 months after the closing of the Rights Offering, provided that, in the event the gross proceeds received by the Corporation pursuant to the Rights Offering exceeds $46,725,000 Infinita may demand repayment of amounts owing equal to such excess amount. Infinita has also entered into a standby agreement with the Corporation in respect of the Rights Offering whereby Infinita has agreed to exercise a minimum of 605,653,125 Rights (the "Standby Agreement"). If no Rights are exercised by persons other than Infinita and Infinita exercises 605,653,125 Rights pursuant to its Basic Subscription Privilege (as defined in the Prospectus) and the Standby Agreement, then following the closing Infinita would own up to approximately 820,207,969 Common Shares, representing approximately 89.0% of the issued and outstanding Common Shares. Readers are cautioned that the above description is a summary only and copies of the Forbearance Agreement and the Standby Agreement are available on the Corporation's profile on SEDAR at www.sedar.com. In the event of any discrepancy or inconsistency between this summary and the definitive documents filed on SEDAR readers are advised that the description in the applicable definitive agreement shall prevail.
Roger Moss, Ph.D., P.Geo, is the qualified person, as that term is defined by National Instrument 43-101, on behalf of the Corporation 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 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 final 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 the final prospectus, 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, pre-feasibility study or feasibility study of mineral resources demonstrating economic or technical viability. Readers are referred to the Corporation's most recently filed technical report in respect of the Cisneros Project 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 establishment of mineral reserves and 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 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.