Desafio Minero S.A.C.

February 04, 2011 13:34 ET

Desafio Minero Subscribes for Additional Shares of Antioquia Gold Inc.

LIMA, PERU--(Marketwire - Feb. 4, 2011) - Desafio Minero S.A.C. ("Desafio") announced that on February 3, 2011, it completed its subscription for 19,455,495 common shares ("Common Shares") of Antioquia Gold Inc. ("Antioquia") at a price per Common Share of $0.40 (the "Private Placement"). The terms of the subscription were previously announced by Antioquia in a press release dated January 21, 2011. TD Securities Inc. acted as financial advisor, and 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. Immediately following the closing of the Private Placement, Desafio beneficially owned, and had control and direction over, directly or indirectly, 35,626,296 Common Shares, or approximately 35.47% 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 80,979,006 Common Shares outstanding as of February 3, 2011, as disclosed to Desafio by Antioquia in connection with the Private Placement.

Other Information

Desafio acquired beneficial ownership, and control or direction, directly or indirectly, of the Common Shares that are the subject of this report 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, ownership structure or operations of Antioquia, acquiring Common Shares or selling or otherwise disposing of some or all of the Common Shares. In addition, Desafio may formulate other purposes, plans or proposals regarding Antioquia or any of its 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 one director to the Board of Directors of the Company. 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 in this news release 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 Desafio's Canadian counsel at the number specified below.

Desafio Minero S.A.C.
Avenida Javier Prado Este No. 3580
San Borja, Lima, Peru
Attn: Ernesto Bendezú
Tel: +51 (1) 618-1004

Contact Information

  • Desafio Minero S.A.C.
    Ernesto Bendezu
    +51 (1) 618-1004
    Desafio's Canadian Counsel
    +1 (416) 865-4404