Company Enters Into Share Exchange Agreement With AMR Project Peru, S.A.C.
May 09 2009 - 6:16PM
PR Newswire (US)
AFFINITY GOLD TO ACQUIRE 99.99% OF AMR'S ISSUED AND OUTSTANDING
SHARES MAPLE GROVE, Minn., May 9 /PRNewswire-FirstCall/ -- Affinity
Gold Corp. (OTC:AFYG) (BULLETIN BOARD: AFYG) (the "Company") is
pleased to announce that on May 8, 2009, AMR Project Peru, S.A.C.
("AMR"), a company organized under the laws of Peru, and the
shareholders of AMR entered into a share exchange agreement (the
"Share Exchange Agreement") with the Company, whereby the Company
agreed to acquire 99.99% of the issued and outstanding shares in
the capital of AMR in exchange for the issuance of 12,000,000
shares of common stock of the Company in aggregate to the
shareholders of AMR on a pro rata basis in accordance with each AMR
shareholders' percentage of ownership in AMR. AMR is the owner of
the mining concession title named "AMR Project" covering 500
hectares and the mining concession certificate as evidenced by
Certificate No. 7996-2006-INACC-UADA granted to AMR by the Republic
of Peru, National Institute of Concessions and Mining Cadastre on
December 11, 2006 (the "Mining Concession Rights"), which Mining
Concession Rights are located in the Inambari River Basin on the
flat plains region at an altitude greater than 1500' and accessible
by land and air, in the District of Ayapata, Province of Carabaya,
Department of Puno, Peru. In addition, on May 8, 2009, Antonio
Rotundo, the Company's current President, CEO, CFO, and a director
entered into a letter agreement (the "Letter Agreement") with the
Company, whereby Mr. Rotundo has agreed to cancel 26,500,000 shares
of the 27,800,000 shares of common stock of the Company registered
in his name concurrent with the closing of the Share Exchange
Agreement. Mr. Rotundo is agreeing to cancel such shares of common
stock of the Company in order to encourage the Company to enter
into the Share Exchange Agreement and to encourage equity
investment into the Company. Mr. Antonio Rotundo, who is the
President, CEO, CFO and a director of the Company is also a major
shareholder of AMR along with his father, Mario Rotundo, who is the
other major shareholder of AMR. About Affinity Gold Corp.: Affinity
Gold Corp. is a mineral exploration and development company engaged
in the acquisition, exploration and development of gold
mineralization properties internationally. Affinity Gold Corp.'s
current primary focus is gold exploration in Peru.
http://www.affinitygold.com/ FORWARD-LOOKING STATEMENTS This news
release may include "forward-looking statements" regarding Affinity
Gold Corp., and its subsidiaries, business and project plans. Such
forward-looking statements are within the meaning of Section 27A of
the Securities Act of 1933, as amended, and section 21E of the
United States Securities and Exchange Act of 1934, as amended, and
are intended to be covered by the safe harbor created by such
sections. Where Affinity Gold Corp. expresses or implies an
expectation or belief as to future events or results, such
expectation or belief is believed to have a reasonable basis.
However, forward-looking statements are subject to risks,
uncertainties and other factors, which could cause actual results
to differ materially from future results expressed, projected or
implied by such forward-looking statements. Affinity Gold Corp.
does not undertake any obligation to update any forward-looking
statement, except as required under applicable law. DATASOURCE:
Affinity Gold Corp. CONTACT: Affinity Gold Corp., +1-763-424-4754,
Web Site: http://www.affinitygold.com/
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