Lima, Peru, May 16, 2012 - Desafio Minero S.A.C. ("Desafio") announced that on May 15, 2012, Desafio completed a subscription for 19,500,000 units ("Units"), each comprised of one common share ("Common Share") of Antioquia Gold Inc. ("Antioquia") and one-half of one common share purchase warrant (a "Warrant") at a price per Unit of $0.10 (the "Private Placement"). Each whole Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.20 at any time until the date that is 6 months from the date of the issuance of the Units. Fasken Martineau DuMoulin LLP acted as legal advisor, to Desafio in connection with the Private Placement.
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. Together with the 35,626,296 Common Shares held by Desafio prior to the Private Placement, immediately following the closing of the Private Placement, Desafio had beneficial ownership of, and control and direction over, directly or indirectly 64,876,296 Common Shares (including, for purposes of securities legislation, the 9,750,000 Common Shares for which the 9,750,000 Warrants may be exercised), or approximately 48% of the Common Shares outstanding on such date.
For purposes of calculating percentages of Common Shares beneficially owned or over which control or direction is exercised, directly or indirectly, Desafio has assumed that there were 124,434,326 Common Shares outstanding as of the date hereof, as disclosed to Desafio by the 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. Immediately prior to the Private Placement, Desafio was entitled to nominate two directors to the Board of Directors of Antioquia. As a result of the Subscription, Desafio may be entitled to nominate an additional director to Antioquia's Board of Directors.
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