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Affiliates of Consorcio Minero Horizonte S.A. Acquire Shares and Warrants of Batero Gold Corp. Upon Conversion of Subscription Receipts
By: Marketwired .
Jan. 7, 2013 02:17 PM
LIMA, PERU -- (Marketwire) -- 01/07/13 -- Consorcio Minero Horizonte S.A. ("CMH") announced that on January 4, 2013, Michelle Navarro Grau, Thessa Navarro Grau and Rafael Navarro Grau (the "Subscribers", and together with CMH, the "CMH Group") acquired 18,456,000 common shares ("Common Shares") and 5,000,000 common share purchase warrants ("Warrants") of Batero Gold Corp ("Batero") upon the conversion of subscription receipts ("Subscription Receipts") of Batero. As previously announced, on December 13, 2012, the Subscribers acquired by means of private placement: (i) 8,913,000 Common Shares at a price per share of $0.65, and (ii) the 18,456,000 Subscription Receipts at a price per Subscription Receipt of $0.65 (the "Private Placement"). The Subscription Receipts were convertible, without any further action by the Subscribers, into an aggregate 18,456,000 Common Shares and 5,000,000 Warrants 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 entitles the holder thereof to purchase one Common Share at a price of $0.90 per share at any time until the date that is 36 months from the date of the issuance of the Subscription Receipts. The Private Placement was affected pursuant to the previously announced subscription agreement dated November 28, 2012 entered into among the Subscribers, CMH and Batero.
Immediately following the issuance of the 18,456,000 Common Shares and the 5,000,000 Warrants upon the conversion of the Subscription Receipts, the Subscribers may be considered to have beneficial ownership of, and control and direction over, directly or indirectly:
i. an aggregate 31,634,000 Common Shares (including 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 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, were acquired prior to completion of the Private Placement and 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 exercise of all Warrants that are the subject of this news release), and assuming that there were 71,925,794 Common Shares outstanding as at December 18, 2012 (without giving effect to the issuance of any Common Shares upon the conversion of the Subscription Receipts or upon the exercise of Warrants) as disclosed by Batero in its Management's Discussion & Analysis for the year ended August 31, 2012 filed on SEDAR on December 20, 2012.
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 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.
Pursuant to the terms of the Strategic Alliance Agreement, the CMH Group is at the date of this news release entitled to nominate two directors to the Board of Directors of Batero. The CMH Group has initially nominated as directors Felix Navarro-Grau and Ernesto Bendezu.
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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