Lima, Perú, February 25, 2014 – Desafio Minero S.A.C. (“Desafio“) announced that on February 24, 2014, Desafío completed a subscription for 12,000,000 units (“Units“), each comprised of one common share (“Common Share“) of Antioquia Gold Inc. (“Antioquia”) and one common share purchase warrant (a “Warrant“) at a price per Unit of $0.05 (the “Private Placement“). Each whole Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.05 at any time until the date that is 18 months from the date of the issuance of the Units.
The securities of Antioquia issued to Desafio in the Private Placement were issued by way of a private agreement in reliance on the accredited investor exemption under applicable Canadian securities laws. Immediately following the closing of the Private Placement on February 24, 2013, Desafío had beneficial ownership of, and control and direction over, directly or indirectly: (i) 93,868,346 Common Shares, or approximately 50.79% of the Common Shares outstanding at such time; or (ii) 119,868,346 Common Shares, or approximately 64.86% of the Common Shares that would have been outstanding at such time if the 26,000,000 Warrants which Desafío beneficially owns and over which it has control or direction, directly or indirectly, immediately following the completion of the Private Placement, were exercised for 26,000,000 Common Shares.
For purposes of calculating percentages of Common Shares beneficially owned or over which control or direction is exercised, directly or indirectly, Desafío has assumed that there were 184,820,422 Common Shares outstanding as of the date hereof after giving effect to the Private Placement, as disclosed to Desafío by Antioquia in connection with the Private Placement.
Desafio acquired beneficial ownership, and control or direction, directly or indirectly, of the Common Shares that are the subject of this press release for investment purposes.
Desafio intends to review its investment in Antioquia on a continuing basis. Depending on various factors including, without limitation, Antioquia’s financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, Desafio’s business or financial condition and other factors and conditions Desafio deems appropriate, Desafio may in the future take such actions with respect to its investment in Antioquia as Desafio deems appropriate including, without limitation, making proposals to Antioquia concerning changes to the capitalization, board of directors, ownership structure or operations of Antioquia, acquiring Common Shares or selling or otherwise disposing of some or all of the Common Shares held by either of them. In addition, Desafio may formulate other purposes, plans or proposals regarding Antioquia or any of Antioquia’s securities to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors or may change its intention with respect to any and all matters referred to above. Desafio is currently entitled to nominate three directors to the Board of Directors of Antioquia.
Neither the issuance of this news release in connection with the matters disclosed herein nor the filing by Desafio of the report in accordance with applicable Canadian securities laws is an admission that an individual or entity named or otherwise referred to in this news release owns or controls any described securities or is a joint actor with another entity named or otherwise referred to in this news release.
Desafio’s address is set out below. For further information, including to obtain a copy of the report filed by Desafio in accordance with applicable Canadian securities laws, contact Desafio at the address specified below or its Canadian counsel at the number specified below.
Desafio Minero S.A.C.
Avenida Javier Prado Este No. 3580
San Borja, Lima 41, Perú
Attn: Ernesto Bendezú
Tel: +51 (1) 618-1004
Or contact Desafio’s Canadian counsel at:
Tel: +1 (416) 865-4404