OFFERING OF RIGHTS TO SUBSCRIBE FOR UP TO 1,488,095,238 COMMON SHARES
AT A PRICE OF $0.042 PER COMMON SHARE
Antioquia Gold Inc. (the “Corporation” or “Antioquia”) is distributing (the “Offering”) to the holders of its outstanding common shares (the “Common Shares”) of record (“Shareholders”) at the close of business (Toronto Time) on April 26, 2018 (the “Record Date”) 4.84347 rights (each a “Right”) for each Common Share, which will entitle the Shareholders to subscribe for up to an aggregate of 1,488,095,238 Common Shares for gross proceeds to the Corporation of up to $62,500,000.
The Rights are evidenced by transferable certificates in registered form (the “Rights Certificates”). Each Shareholder is entitled to 4.84347 Rights for each Common Share held on the Record Date. For each whole Right held, the holder thereof is entitled to purchase one Common Share (the “Basic Subscription Privilege”) at a price of $0.042 per Common Share (the “Subscription Price”) prior to 5:00 p.m. (Toronto Time) (the “Expiry Time”) on May 28, 2018 (the “Expiry Date”). No fractional Common Shares or Rights will be issued. RIGHTS NOT EXERCISED BEFORE THE EXPIRY TIME WILL BE VOID AND OF NO VALUE. Shareholders who exercise in full the Basic Subscription Privilege for their Rights are also entitled to subscribe for additional Common Shares (the “Additional Shares”), if available, pursuant to an additional subscription privilege (the “Additional Subscription Privilege”). See “Description of Offered Securities — Additional Subscription Privilege”. Any subscription for Common Shares will be irrevocable by the subscriber once submitted and subject to the TSXV Limitation (as defined below).
Pursuant to the requirements of the TSX Venture Exchange (the “TSXV”), completion of the Offering is not subject to raising a minimum amount of proceeds. However, the Corporation has entered into a Standby Agreement (as defined below) with Infinita Prosperidad Minera SAC (“Infinita”) in respect of the Offering whereby Infinita has agreed to exercise a minimum of 605,653,125 Rights. See “Use of Proceeds – Standby Agreement”. This means that the Corporation could complete this Offering after raising only a small proportion of the Offering amount set out in the table above and may need to raise additional funds in the future. See “Use of Proceeds”.
This prospectus qualifies the distribution of the Rights as well as the Common Shares issuable upon exercise of the Rights (including the Stand-By Shares pursuant to the Standby Agreement) in the Provinces of Alberta, British Columbia and Ontario. The Provinces of Alberta, British Columbia and Ontario are collectively referred to in this prospectus as the “Eligible Jurisdictions”. The applicable securities laws of jurisdictions other than the Eligible Jurisdictions may not permit the Corporation to offer Rights and/or Common Shares in such jurisdictions, or to certain persons in those jurisdictions, or may otherwise limit the Corporation’s ability to do so, and as a result the Corporation will treat those jurisdictions as Ineligible Jurisdictions (as defined below) under the Offering. The Corporation will only offer Rights where, and to such persons to whom, it is legally permitted to do so.
Registered Shareholders who are not resident in an Eligible Jurisdiction will need to provide the Corporation with an investor representation letter (the “Representation Letter”) in order to participate in the Offering. Such persons will be sent a cover letter with this prospectus and a form of Representation Letter. The Representation Letter will set out the conditions required to be met, and procedures that must be followed, by certain Ineligible Holders in certain jurisdictions wishing to participate in the Offering. These conditions will include satisfying the Corporation that the issue of Common Shares pursuant to the exercise of Rights will not be in violation of the laws of the applicable jurisdiction. See “Description of Offered Securities — Ineligible Holders” below.
The Corporation has applied to list the Rights distributed under this prospectus and the Common Shares issuable upon the exercise of the Rights on the TSXV. The approval of such listing is subject to the Corporation fulfilling all of the listing requirements of the TSXV. The Common Shares currently outstanding are listed and posted for trading on the TSXV under the symbol “AGD” and are quoted on the OTC Pink Market under the symbol “AGDXF”. On April 18, 2018, the closing price for the Common Shares on the TSXV was $0.05 per share and on the OTC Pink Market was US$0.0332 per share.
The Rights are fully transferable into and within the Eligible Jurisdictions in Canada by the holders thereof. The Rights may not be transferred to any person within the United States. Holders of Common Shares in the United States who receive Rights may transfer or resell them only in transactions outside of the United States in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), which generally will permit the resale of the Rights through the facilities of the TSXV. Holders of Common Shares in jurisdictions other than Eligible Jurisdiction or the United States who receive Rights may transfer or resell them only in accordance with the applicable laws of such jurisdiction.
TSX Trust Company (the “Subscription Agent”), at its principal office in the City of Toronto, Ontario (the “Subscription Office”), is the subscription agent for this Offering. See “Description of Offered Securities — Subscription and Transfer Agent”.
For Common Shares held through a securities broker or dealer, bank or trust company or other participant (a “CDS Participant”) in the book based system administered by CDS Clearing and Depository Services Inc. (“CDS”), a subscriber in an Eligible Jurisdiction or an Approved Eligible Holder (as defined herein) may subscribe for Common Shares by instructing the CDS Participant holding the subscriber’s Rights to exercise all or a specified number of such Rights and forwarding the Subscription Price for each Common
Share subscribed for to such CDS Participant in accordance with the terms of this Offering. A subscriber wishing to subscribe for Additional Shares pursuant to the Additional Subscription Privilege must forward its request to the CDS Participant that holds the subscriber’s Rights prior to the Expiry Time on the Expiry Date, along with payment for the number of Additional Shares requested. Any excess funds will be returned by mail or credited to the subscriber’s account with its CDS Participant without interest or deduction. Subscriptions for Common Shares made through a CDS Participant will be irrevocable by the subscriber once submitted, subject to the TSXV Limitation and subscribers will be unable to withdraw their subscriptions for Common Shares once submitted. See “Description of Offered Securities — Rights Certificate — Common Shares Held Through CDS”.
For Common Shares held in registered form, a Rights Certificate evidencing the number of Rights to which a holder is entitled will be mailed with a copy of this prospectus to each registered Shareholder as of the close of business on the Record Date. In order to exercise the Rights represented by the Rights Certificate, the holder of Rights must complete and deliver the Rights Certificate to the Subscription Agent in the manner and upon the terms set out in this prospectus. All exercises of Rights are irrevocable
by the subscriber once submitted and subject to the TSXV Limitation. See “Description of Offered Securities — Rights Certificate — Common Shares Held in Registered Form”.
If a Shareholder does not exercise, or sells or otherwise transfers, its Rights, then such Shareholder’s current percentage ownership in the Corporation will be diluted as a result of the exercise of Rights by other Shareholders.
This prospectus qualifies the distribution of the Rights as well as the Common Shares issuable upon exercise of the Rights (including the Stand-By Shares pursuant to the Standby Agreement) in the Eligible Jurisdictions. The Rights as well as the Common Shares issuable upon exercise of the Rights are not being distributed or offered to Shareholders in any jurisdiction other than the Eligible Jurisdictions (each an “Ineligible Jurisdiction”) and, except under the circumstances described herein, Rights may not be exercised by or on behalf of a holder of Rights resident in an Ineligible Jurisdiction (an “Ineligible Holder”). This prospectus is not, and under no circumstances is to be construed as, an offering of any Rights or Common Shares for sale in any Ineligible Jurisdiction or a solicitation therein of an offer to buy any securities. Rights Certificates will not be sent to Shareholders with addresses of record in any Ineligible Jurisdiction. Instead, such Ineligible Holders will be sent a letter advising them that their Rights Certificates will be held by the Subscription Agent, who will hold such Rights as agent for the benefit of all such Ineligible Holders. See “Description of Offered Securities — Ineligible Holders”.
No underwriter has been involved in the preparation of this prospectus or performed any review of the contents of this prospectus.
There are risks associated with an investment in the Common Shares. See “Risk Factors” for a discussion of factors that should be considered by prospective investors and their advisors in assessing the appropriateness of an investment in the Common Shares.
Infinita, the Corporation’s largest shareholder, beneficially owns, controls and directs, directly or indirectly, 214,554,844 Common Shares representing approximately 70% of the issued and outstanding Common Shares. Infinita has indicated to the board of directors of the Corporation its present intention to participate in the Offering by exercising the applicable portion of its Basic Subscription Privilege pursuant to the terms of the Standby Agreement, however the extent of its participation in excess of 605,653,125 Rights will be determined by Infinita in the context of the market. The exercise of any Additional Subscription Privilege by Infinita will also be determined by Infinita in the context of the
market and compliance with the continuous listing requirements of the TSXV. There can be no assurance that Infinita will exercise any portion of its Basic Subscription Privilege beyond what it has committed in the Standby Agreement or any portion of its Additional Subscription Privilege. See “Intentions of Insiders to Exercise Rights” and “Use of Proceeds – Standby Agreement”.
The Corporation’s head office in Canada is located at Suite 106, 2 Toronto St., Toronto, Ontario, Canada M5C 2B5. The Corporation’s registered and records office is located at 2800 Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada V6C 2Z7.
Certain persons signing the Corporation’s and the Promoter’s certificate page for this prospectus, certain of the Corporation’s directors and certain persons for whom the Corporation is required to file a consent in connection herewith, reside outside of Canada. See “Enforcement of Judgments Against Foreign Persons”.
Owning the securities may subject you to tax consequences in Canada, the United States and other foreign jurisdictions. This prospectus or any applicable prospectus supplement may not describe these tax consequences fully. See “Certain Canadian Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations”. You should read the tax discussion in this prospectus and seek independent tax advice.
Your ability to enforce civil liabilities in jurisdictions outside of Canada may be affected adversely because we are existing under the laws of British Columbia, some or all of the Corporation’s officers and directors may be residents of a country other than Canada, some or all of the experts named in this prospectus may be residents of a country other than Canada, and substantially all of the Corporation’s assets are located outside of Canada.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.