MAPLE GROVE, Minn., May 6 /PRNewswire-FirstCall/ -- Affinity Gold Corp. (OTC
Bulletin Board: AFYG) (the "Company") today has announced that it has entered
into an Amendment Agreement to the Asset Purchase Agreement.
As previously reported, on March 2, 2009, Affinity Gold Corp. (the "Company")
entered into an asset purchase agreement (the "Asset Purchase Agreement") with
AMR Project Peru, S.A.C.("AMR"), a Peruvian corporation, whereby the Company
agreed to pay US$200,000 and to issue 12,000,000 shares of common stock of the
Company to AMR as consideration for the acquisition of the mining concession
title named "AMR Project" covering 500 hectares and the physical 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, including all improvements, structures
and equipment on and used by AMR on such mining concession rights
(collectively, the "Mining Concession Rights"), which Mining Concession Rights
are located in the Inambari River Basin of Puno, Peru.
The closing of the Asset Purchase Agreement was to be held on April 30, 2009
(the "Closing Date"), or on such earlier or later Closing Date as may be
agreed to in advance and in writing by each of the Company and AMR, with any
extension of the Closing Date being a maximum of 14 days per extension.
However, on April 30, 2009, the Company and AMR entered into an Amendment
Agreement (the "Amendment Agreement"), whereby the parties have decided to
amend the arrangement by changing the structure of the arrangement from an
asset purchase agreement to a share exchange agreement resulting in AMR
becoming a wholly-owned subsidiary of the Company upon closing of the share
exchange agreement. In addition, under the Amendment Agreement, the Company
and AMR agreed to terminate the Asset Purchase Agreement so it will no longer
have any force and effect.
Flagship Project:
Upon completion of the acquisition, this property will become the Company's
flagship project. The property is located in southeastern Peru east of the
Andean Mountains and situated in the Inambari River Basin, an area known for
containing high concentrations of gold.
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.
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.
CONTACT: Affinity Gold Corp., +1-763-424-4754, info@affinitygold.com
SOURCE Affinity Gold Corp.
Affinity Gold Corp., +1-763-424-4754, info@affinitygold.com
