AntioquiaGold Inc




April 30, 2018


Certain statements contained in this AIF may constitute forward-looking statements. These statements relate to future events or the Corporation’s future performance. All statements, other than statements of historical fact, may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “propose”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forwardlooking statements. The Corporation believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this AIF should not be unduly relied upon by investors as
actual results may vary. These statements speak only as of the date of this AIF and are expressly qualified, in their entirety, by this cautionary statement.

In particular, this AIF, including the Cisneros Technical Report which is incorporated by reference herein, contains forward-looking statements, pertaining to the following:

– the timing and progress of mining exploration;
– the expected success of mining operations;
– the government regulation of mining operations;
– the success of securing or maintaining licenses, permits and authorizations;
– expectations regarding the Corporation’s ability to raise capital;
– expenditures to be made by the Corporation to meet certain work commitments;
– environmental risks;
– potential title disputes or claims and limitations on insurance coverage;
– the development of the Cisneros Project;
– the economic projections in respect the results of the Cisneros Technical Report;
– future price of gold and other metals;
– the estimation of mineral resources;
– the realization of mineral resource estimates;
– plans for establishing or expanding mineral resource estimates on the Cisneros Project;
– the construction and development of the Cisneros Project and any other projects undertaken by the Corporation;
– currency fluctuations;
– requirements for additional capital;
– the Corporation’s financial position
– the completion of the Rights Offering; and
– business strategy and plans and objectives of management for future operations.

With respect to forward-looking statements listed above and contained in this AIF, the Corporation has made assumptions regarding, among other things:

– the legislative and regulatory environment;
– the impact of increasing competition;
– the success and timely completion of planned exploration and development projects;
– that general business and economic conditions will not change in a materially adverse manner;
– costs related to development of mine properties remain consistent with historical experiences;
– anticipated results of exploration, development and production activities;
– the Corporation’s ability to raise sufficient funds under its Rights Offering;
– the Corporation’s present and future business strategies and the environment in which the Corporation will operate in the future including the Corporation’s continued compliance with regulatory requirements and the estimated costs and availability of funding for the continued development of the Cisneros Project.; and
– that market fundamentals will result in sustained gold demand and prices; that the proposed development of its projects will be viable operationally and economically and proceed as expected; and that any additional financing needed will be available on reasonable terms or at all.

The Corporation’s actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this AIF:

– risks related to actual results of current and planned exploration activities;
– future prices of resources;
– possible variations in ore reserves, grade or recovery rates and other risks in the mining industry;
– delays in obtaining governmental approvals or financing or in the completion of development or construction activities;
– risks related to general business, economic, competitive, political and social uncertainties including the current global recessionary economic conditions in the credit markets;
– risks related to foreign currency fluctuations;
– risks related to the Corporation’s share price; changes in environmental regulation;
– risks related to the Rights Offering;
– emerging market issuer risks;
– changes in project parameters as plans continue to be refined; future prices of gold; access to skilled labour;
– dependence upon key management personnel and executives;
– timing and availability of external financing on acceptable terms;
– liabilities and risks, including environmental liabilities and risks, inherent in the mining and mineral exploration business;
– the Corporation’s ability to raise equity capital to develop its mining properties,
– changes in project parameters as plans continue to be refined; satisfaction of all permitting or licensing requirements associated with the Cisneros Project;
– the over-arching risk that the Corporation will not commence production of mineralized material; and
– other factors discussed in the section entitled “Risk Factors” in this AIF.

Although management of the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of the AIF and the Corporation disclaims any obligation to update any forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, whether as a result of new information, future events or otherwise, unless required by applicable securities laws.

Technical Information

Where appropriate, certain information contained in this AIF or in a document incorporated or deemed to be incorporated by reference herein updates information from the Cisneros Technical Report. Any updates to the scientific or technical information derived from the Cisneros Technical Report and any other scientific or technical information contained in this AIF or in a document incorporated or deemed to be incorporated by reference herein was approved by Mr. Edgard Vilela Acosta, MAusIMM (CP), of Linares Americas Consulting SAC who are “qualified persons” for the purposes of NI 43-101.


Name, Address and Incorporation

Antioquia was formerly known as High American Gold Inc. which was originally formed pursuant to an amalgamation agreement dated April 25, 1997 involving Stromatalite Resource Corp. and Intex Mining Company Limited.

On July 30, 2008, Antioquia completed the Am-Ves Transaction. This Am-Ves Transaction was a reverse takeover where the shareholders of Am-Ves acquired control of Antioquia. On March 31, 2009 Antioquia and Am-Ves were amalgamated under the laws of Alberta, under the name Antioquia Gold Inc.

On March 24, 2016 Antioquia continued under the laws of British Columbia.

The Corporation’s head office is located at 2 Toronto St, Suite 106, Toronto, Ontario, Canada M5C 2B5 and its registered and records office is located at 2800 Park Place, 666 Burrard Street, Vancouver BC V6C 2Z7.

The Corporation is a reporting issuer in Ontario, Alberta, and British Columbia. The Common Shares are listed on the TSX-V under the trading symbol “AGD”.

Intercorporate Relationships

The Corporation owns 100% of Antioquia Gold Ltd., a Barbados company, which in turn has a branch registered to conduct business in Colombia, South America. On December 2, 2009, Antioquia Gold Ltd. completed the 100% acquisition of Ingenieria Y Gestion Del Territorio S.A. (“IGTER”), a company incorporated under the laws of Colombia. All the mineral exploration activities of the Corporation are in Colombia.

The following chart sets forth the Corporation’s relationship with each material subsidiary of the Corporation and their respective jurisdictions of incorporation as at the date hereof.