Desafio Minero S.A.C. announced that on February 3, 2011, it completed its subscription for 19,455,495 common shares of Antioquia Gold Inc. at a price per Common Share of $0.40.
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.
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.
Source: Antioquia Gold Inc.