Early Warning News Release in Accordance with National Instrument 62-103

Rhea-AI Summary

Antioquia Gold (OTC: AGDXF) disclosed that Consorcio Minero Horizonte S.R.L. (CMH) acquired 989,281,437 common shares (approximately 91.15% of issued and outstanding) on December 30, 2025 in connection with a merger with Infinita Prosperidad Minera S.A.C.

The Acquired Shares were absorbed by CMH for total aggregate consideration of C$3,780,000. CMH previously held 0% and says the shares were acquired for investment purposes and that it may increase, decrease, or dispose of holdings in the future. The transaction relied on the private agreement exemption under Canadian securities rules.

Positive

• Acquired 989,281,437 shares representing 91.15%
• Transaction completed on December 30, 2025
• Aggregate consideration of C$3,780,000
• Acquisition executed via merger using private agreement exemption

Negative

• Single shareholder now controls approximately 91.15% of float
• CMH states it may dispose of holdings, risking potential selling pressure

Calgary, Alberta--(Newsfile Corp. - January 7, 2026) - Pursuant to the early warning requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Consorcio Minero Horizonte S.R.L. ("CMH") announced today the acquisition of common shares ("Common Shares") in the capital of Antioquia Gold Inc. (OTC: AGDXF) ("Antioquia").

On December 30, 2025, CMH acquired 989,281,437‎ Common Shares (representing approximately 91.15% of the issued and outstanding Common Shares) of Antioquia (the "Acquired Shares").

The Acquired Shares were acquired in connection with the completion of a merger (the "Merger") between CMH and Infinita Prosperidad Minera S.A.C. ("Infinita"). In connection with the Merger, CMH absorbed Infinita (including all of Infinita's assets, which included the Acquired Shares) for total aggregate consideration equal to C$3,780,000.

Immediately prior closing of the Share Purchase, CMH held, directly or indirectly, no Common Shares (representing 0% of the issued and outstanding Common Shares). Following closing of the Share Purchase, CMH holds an aggregate of 989,281,437‎ Common Shares (representing approximately 91.15% of the issued and outstanding Common Shares, as of the date hereof), an increase of approximately 91.15%.

CMH acquired the Acquired Shares pursuant to the Merger for investment purposes. CMH intends to review and evaluate its investment in the Common Shares on an ongoing basis and may, depending upon such evaluation of the business and prospects of Antioquia, market conditions or such other considerations as it may deem relevant, determine to increase, decrease, or dispose of its holdings of Common Shares through market transactions, private agreements or otherwise. To the extent that any of the intentions described herein change, CMH will make any such necessary filings with the Canadian securities regulators as may be mandated by applicable securities laws.

The Merger (and indirect acquisition of the Acquired Shares) was completed in reliance on the "private agreement exemption" contained in Section 4.2 of National Instrument 62-104 - Take-Over Bids and Issuer Bids, on the basis that [(i) the purchase of the Common Shares was not be made from more than five persons in the aggregate, (ii) the offer to purchase was not be made generally to all holders of Common Shares, and (iii) there is a reasonable basis for determining that the value of the consideration paid for any of the securities is not greater than 115% of the value of the securities.

The head office of Antioquia is: Suite 106, 2 Toronto St., Toronto, Ontario, Canada M5C 2B5.

For further information, a copy of the Early Warning Report to which this press release relates can be obtained from Antioquia's Corporate Secretary at 1-800-348-9657 or on the SEDAR+ profile of Antioquia at www.sedarplus.ca.

CMH, is a company incorporated under the laws of Perú and is an investment company. The head office address of CMH is: Jr. Crane 102, Urbanización Jacarandá II, distrito de San Borja, provincia y departamento de Lima, Perú.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279706

FAQ

What stake did CMH acquire in Antioquia Gold (AGDXF) and when?

CMH acquired 989,281,437 shares — about 91.15% of Antioquia on December 30, 2025.

How much did CMH pay for the AGDXF shares?

The Acquired Shares were absorbed for total aggregate consideration of C$3,780,000.

Why did CMH acquire Antioquia shares for AGDXF?

CMH acquired the shares through a merger and says the shares were acquired for investment purposes.

Will CMH keep or sell the AGDXF shares it acquired?

CMH said it will review and evaluate its investment and may increase, decrease, or dispose of holdings over time.

How was the AGDXF transaction completed under Canadian rules?

The Merger relied on the private agreement exemption in Section 4.2 of National Instrument 62-104.

Where can investors obtain the early warning report for AGDXF?

A copy of the Early Warning Report is available from Antioquia's corporate secretary or on SEDAR+.