COMPLETES REVERSE TAKEOVER TRANSACTION WITH PATAGONIA GOLD PLC Trading as “PGDC” will commence on the TSXV on Friday, July 26, 2019
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PATAGONIA GOLD CORP. (FORMERLY HUNT MINING CORP.)
COMPLETES REVERSE TAKEOVER TRANSACTION WITH
PATAGONIA GOLD PLC
Trading as “PGDC” will commence on the TSXV on Friday, July 26, 2019
FOR IMMEDIATE RELEASE
VANCOUVER, BRITISH COLUMBIA – July 24, 2019 – Patagonia Gold Corp. (the “ Company” or
“Patagonia”) (formerly Hunt Mining Corp.) is pleased to announce t he completion of its previously
announced reverse takeover transaction (the “Transaction”) with Patagonia Gold Plc (“Patagonia Plc”).
Pursuant to the Transaction, which was effected by way of a scheme of arrangement under the U.K.
Companies Act 2006, the former shareholders of Patagonia Plc received approximately 10.76 common
shares of the Company for each outstanding common share of Patagonia Plc (the “Acquired Shares”)
held by them (the “Exchange Ratio”) , a ll outstanding options and warrants of the Company were
cancelled, and outstanding options of Patagonia Plc became exercisable for a 40 day period into common
shares of the Company (“Shares”) at the Exchange Ratio. At the end of the 40 day period, all unexercised
options will lapse.
After giving effect to the Transaction, there are 317,943,990 Shares issued and outstanding (on a non-
diluted basis). In addition, there are outstanding Patagonia Plc options to purchase an aggregate of
18,365,490 Shares (all of which are out of the money) . A total of 190,773,48 2 Shares held by principals
of the Company have been placed into escrow pursuant to an escrow agreement dated July 22, 2019. Of
these 137,119,857 Shares (of which 1,837,866 are held by Carlos Miguens and 135,281,991 are held by
Cantomi Uruguay S.A.) are subject to release over 36 months with 10% being released on issuance of the
TSXV’s final bulletin approving the transaction, and 53,653,625 Shares (of which 50,521,728 are held by
Hunt Family Limited Partnership, 2,785,197 are held by Tim and Resa Hunt, and 34 6,700 are held by
Resa Hunt) are subject to release over 18 months, with 25% to be released on issuance of the TSXV’s
final bulletin approving the transaction.
In connection with the Transaction, the Board of Directors of the Company has been reconstituted to
consist of Mr. Carlos J. Miguens, Mr. Cristian Lopez Saubidet, Mr. David Jarvis, Mr. Alexander (Sandy)
Harper and Mr. Timothy R. Hunt. Mr. Christopher van Tienhoven will serve as Chief Executive Officer
and Corporate Secretary and Mr. Saubidet will serve as Chief Financial Officer of the Company.
Closing of the Transaction has received approval from the TSXV. Further details of the Transaction are
contained in news releases of the Company dated May 30, June 20, July 12, and July 22, 2019. Readers
are also referred to the filing statement of the Company dated May 30, 2019 (the “Filing Statement”)
which was prepared in accordance with the requirements of the TSXV and filed under the Company’s
issuer profile on SEDAR at www.sedar.com.
Prior to closing of the Transaction, Mr. Hunt, former CEO of the Company and a continuing director,
held an aggregate of 53,306,925 Shares and warrants to acquire an additional 47,500,000 common shares
of the Company, which represented 83.83% of the outstanding S hares on an undiluted basis and 89.14%
on a partially diluted basis. As a result of the issuance of the Acquired S hares to the shareholders of
Patagonia Plc and the cancellation of the outstanding warrants in connectio n with the Transaction,
Mr. Hunt now holds 53,306,925 S hares representing 16.77% of the outstanding S hares on an undiluted
basis and no convertible securities.
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As a result of the Transaction, Mr. Miguens, a director of the Company, acquired beneficial ow nership
and control and direction over a total of 137,119,857 Shares, which represents 43.13% of the outstanding
Shares on an undiluted basis. Prior to the completion of the Transaction, Mr. Miguens did not own or
control any Shares, and accordingly, the acquisition represents and increase in his ownership from nil to
43.13% of the outstanding S hares on an undiluted basis. Mr. Miguens also holds 295,000 options of
Patagonia Plc, all of which are out of the money and which are ex ercisable for a period of 40 days
following completion of the Transaction, into 3,174,200 Shares (which, when aggregated with the Shares
he holds, would represent a total of 43.69% of the Shares on a partially diluted basis). At the end of the 40
day period, all unexercised options will lapse. The acquisition of S hares in connection with the
Transaction was in the ordinary course of business and for investment purposes. Mr. Miguens may
increase or decrease his beneficial ownership of Shares or other securities of the Company in accordance
with applicable securities legislation.
A copy of the Early Warning Reports filed in connection with the Transaction can be obtained on the
SEDAR profile of the Company at www.sedar.com or by contacting the person listed below.
Further Information
For further information regarding the Company, please contact:
Christopher van Tienhoven
Chief Executive Officer
T: (+54 11) 5278 6950
FORWARD-LOOKING STATEMENTS
This news release contains certain forward -looking statements, including, but not limited to, statements
about the Company ’s future plans and intentions, and the listing of the Resulting Issuer Sha res on the
TSXV. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”,
“anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these
words, or similar words or phrases, have been used to identify these forward -looking statements. These
statements reflect management’s current beliefs and are based on information currently available to
management as at the date hereof.
Forward-looking statements involve significant risk, unc ertainties and assumptions. Many factors could
cause actual results, performance or achievements to differ materially from the results discussed or
implied in the forward -looking statements. These factors should be considered carefully and readers
should not place undue reliance on the forward- looking statements. Although the forward- looking
statements contained in this news release are based upon what management believes to be reasonable
assumptions, the Company cannot assure readers that actual results will be consistent with these forward-
looking statements. These forward- looking statements are made as of the date of this news release, and
the Company assumes no obligation to update or revise them to reflect new events or circumstances,
except as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this release.