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Affiliates of Consorcio Minero Horizonte S.A. Subscribe for Shares and Subscription Receipts of Batero Gold Corp.
By: Marketwired .
Nov. 30, 2012 05:21 PM
LIMA, PERU -- (Marketwire) -- 11/30/12 -- Consorcio Minero Horizonte S.A. ("CMH") announced that on November 29, 2012, Michelle Navarro Grau, Thessa Navarro Grau, Rafael Navarro Grau (the "Subscribers" and together with CMH, the "CMH Group"), CMH, and Batero Gold Corp. ("Batero") entered into a Subscription Agreement and a related Strategic Alliance Agreement. Pursuant to the Subscription Agreement, upon receipt of approval from the TSX Venture Exchange (the "TSXV") to the subscription, the Subscribers will subscribe for: (i) 8,913,000 common shares ("Common Shares") of Batero at a price per share of $0.65, and (ii) 18,456,000 subscription receipts (a "Subscription Receipts") of Batero at a price per Subscription Receipt of $0.65 (the "Private Placement"). The Subscription Receipts will automatically convert into an aggregate 18,456,000 Common Shares and 5,000,000 common share purchase warrants ("Warrants") of Batero upon satisfaction of certain escrow release conditions, including, among others, the approval of the shareholders of Batero to the creation of a new "control person" (as such term is defined by the policies of the TSXV) upon the conversion of the Subscription Receipts. Each whole Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.90 at any time until the date that is 36 months from the date of the issuance of the Subscription Receipts.
If the Private Placement is completed, the Subscribers are expected to have, upon such completion, beneficial ownership of, and control and direction over, directly or indirectly:
i. an aggregate 31,634,000 Common Shares (including the 18,456,000 Common Shares for which the Subscription Receipts may convert, and 4,265,000 Common Shares beneficially owned, or over which control or direction, direct or indirect, was exercised by the Subscribers prior to completing the Private Placement), or approximately 35.0% of the Common Shares outstanding at such time; or ii. an aggregate 38,134,000 Common Shares, or approximately 39.4% of the Common Shares that would have be outstanding at such time assuming the issuance of all 18,456,000 Common Shares for which the Subscription Receipts may convert and all 6,500,000 Common Shares for which the Warrants may be exercised.
1,500,000 of the Warrants that the Subscribers beneficially own, and over which they exercise control or direction, directly or indirectly, will expire on April 26, 2014.
For purposes of calculating percentages of Common Shares beneficially owned or over which control or direction is exercised, directly or indirectly, the CMH Group has assumed that there were 96,881,794 Common Shares outstanding as of the date hereof (assuming the issuance of all Common Shares in the Private Placement, and upon conversion of the Subscription Receipts and exercise of the Warrants that are the subject of this news release), and assuming that there are 63,012,794 Common Shares outstanding as at November 27, 2012 (without giving effect to the issuance of any securities in the Private Placement or upon the exercise of Warrants) as disclosed to the CMH Group by Batero in connection with the Private Placement.
The Subscribers acquired beneficial ownership, and control or direction, directly or indirectly, of the Common Shares that are the subject of this news release for investment purposes. In connection with Private Placement, Batero and the CMH Group have entered into a strategic alliance agreement dated November 28, 2012 (the "Strategic Alliance Agreement"), the terms of which are described in the report filed by the Subscribers at www.sedar.com under the profile for Batero. Through the strategic alliance the CMH Group and Batero intend to jointly explore Batero's Batero-Quinchia Project and evaluate the feasibility of bringing the project into production.
The CMH Group intends to review the Subscribers' investment in Batero on a continuing basis. Depending on various factors including, without limitation, Batero's financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, Batero's business or financial condition and other factors and conditions the CMH Group deems appropriate from time to time, the CMH Group may in the future take such actions with respect to the CMH Group members' investment in Batero as the CMH Group deems appropriate including, without limitation, making proposals to Batero concerning changes to the capitalization, board of directors, ownership structure or operations of Batero, acquiring Common Shares or selling or otherwise disposing of some or all of the Common Shares held by any of them. In addition, the CMH Group may formulate other purposes, plans or proposals regarding Batero or any of Batero's 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.
If shareholders of Batero approve the creation of a new "control person" upon completion of the Private Placement, then upon completion of the Private Placement the CMH Group will be entitled to nominate two directors to the Board of Directors of Batero.
Neither the dissemination over the news wires of this news release nor the filing with applicable securities commissions of the related early warning report in connection with the matters disclosed herein in accordance with applicable Canadian securities laws is an admission that any individual or entity named or referred to in this news release owns or controls any described securities or is a joint actor with another individual or entity named or referred to in this report.
The CMH Group's address is set out below. For further information, including to obtain a copy of the report filed by the Subscribers in accordance with applicable Canadian securities laws, contact the CMH Group at the address specified below or its Canadian counsel at the number specified below.
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