Batero Gold Corp.

Batero Gold Corp.

November 29, 2012 15:03 ET

Batero Enters Into Definitive Agreements With Consorcio Minero Horizonte S.A. to Raise $20 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 29, 2012) -


Batero Gold Corp. (TSX VENTURE:BAT)(FRANKFURT:68B) ("Batero" or the "Company") is pleased to announce that, further to its news release dated November 1, 2012, the Company has entered into a definitive strategic alliance agreement (the "Strategic Alliance Agreement") with Consorcio Minero Horizonte S.A. ("Horizonte") and certain of Horizonte's shareholders. Concurrently, the Company has also entered into a definitive subscription agreement (the "Subscription Agreement") with shareholders of Horizonte in connection with the subscription and sale of (a) 8,913,000 common shares of the Company at a price of $0.65 per share and (b) 18,456,000 subscription receipts of the Company at a price of $0.65 per subscription receipt, for aggregate gross proceeds of $17,789,850 (the "Offering"). The subscription receipts will automatically convert into an aggregate 18,456,000 common shares and 5,000,000 common share purchase warrants of the Company, each bearing an exercise price of $0.90, on satisfaction of certain escrow release conditions, including, among others, receipt of the required shareholder approval, in accordance with policies of the TSX Venture Exchange.

Before giving effect to the completion of the Offering and the conversion of subscription receipts, Horizonte, together with its affiliates and shareholders (the "Horizonte Group") directly or indirectly owns or controls approximately 8.9% of Batero's issued and outstanding shares, on a partially diluted basis. Following completion of the Offering and conversion of the subscription receipts, the Horizonte Group is expected to directly or indirectly own or control approximately 35% of Batero's issued and outstanding shares.

Together with the gross proceeds of the Offering and a loan of up to $2,210,150 to be provided by Horizonte to the Company under the terms of the Strategic Alliance Agreement, Batero will raise an aggregate $20,000,000 in this transaction dedicated to the development of the Batero-Quinchia Project.

Closing of the Offering is expected to occur in early December, 2012. The conversion of the subscription receipts is expected to follow in January, 2013, subject to receipt by Batero of the requisite approval from shareholders and TSX Venture Exchange. The Company has scheduled an annual and special general meeting of shareholders of December 31, 2012 for the purposes of, among other things, approving the conversion of the subscription receipts.

In connection with the 8,913,000 common shares being sold as part of the Offering (the "Share Offering"), Batero will pay a finder's fee to a third party comprised of both a cash fee equal to 3% of the gross proceeds from the Share Offering and non-transferable share purchase warrants (the "Finder's Warrants") that will entitle the finder to acquire 6% of the number of common shares issued in the Share Offering. Each Finder's Warrant will entitle the finder to purchase one common share of the Company at a price of $0.65 per share for a period of 24 months from date of issuance.

About Batero Gold

Batero Gold Corp. is a Vancouver-based precious and base metals exploration and development company focused on its 100% owned Batero-Quinchia project in the Quinchia district of Colombia's emerging Mid-Cauca porphyry gold and copper belt. The Company is evaluating the most efficient mine scenario at the La Cumbre deposit, one of three porphyry deposits at the Batero-Quinchia Project. Batero plans to leverage its strong management team, regional relationships, and strategic partnership, to develop its prospective project into Colombia next major mining venture.

About CMH Group

The CMH Group is a group of private companies dedicated to exploration, exploitation and the metallurgy of gold. The CMH Group owns the Parcoy mine in the Pataz Batholith in northern Peru, the second largest underground gold mine in Peru; and the Untuca open pit mine in southern Peru. The CMH Group is the fifth largest gold producer in Peru having produced more than 200,000 ounces of gold in 2012, for an accumulated gold production to date of 2.1 million ounces. The CMH Group also controls over 150,000 hectares of mining prospects in Peru and elsewhere in South America. With this agreement, the CMH Group consolidates its position in Colombia, a country with important gold mining opportunities.


Brandon Rook, President & CEO

Batero Gold Corp.


Certain of the statements and information in this press release constitute "forward-looking statements" or "forward-looking information." Any statements or information 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", "believes", "plans", "estimates", "intends", "targets", "goals", "forecasts", "objectives", "potential" 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 or information. Forward looking statements or information related to, among other things the proposed terms of the Strategic Alliance Agreement and the Offering, the proposed terms of the securities issuable in connection therewith, the proposed terms of the finder's fee payable in connection with the Share Offering, the expected shareholdings of the CMH Group, the expected closing date of the Offering, the expected date of conversion of the subscription receipts and the planned use of proceeds from the Offering.

Forward-looking statements or information are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, the need for additional capital by the Company through financings in order to continue its operations and the planned exploration and development of the Batero-Quinchia Project, and the risk that such funds may not be raised; the ability for the Company and Horizonte to successfully complete the transactions as described above; the ability for the Company to obtain the requisite regulatory and shareholder approval for the transaction; the speculative nature of exploration and the stages of the Batero-Quinchia Project; the effect of changes in commodity prices; regulatory risks that development of the Batero-Quinchia Project will not be acceptable for social, environmental or other reasons and the efforts and abilities of the senior management team. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements or information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.

The Company's forward-looking statements and information are based on the assumptions, beliefs, expectations and opinions of management as of the date of this press release, and other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements and information if circumstances or management's assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information. For the reasons set forth above, investors should not place undue reliance on forward-looking statements and information.

Neither 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.

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