ROAD TOWN, BRITISH VIRGIN ISLANDS -- (Marketwire) -- 09/28/12 -- Dr. Albrecht Schneider, Executive Chairman and Director of Atacama Pacific Gold Corporation (TSX VENTURE: ATM) ("Atacama"), announced today that on September 26, 2012, through Pacific Land First Corp. ("Pacific Land"), a British Virgins Islands company controlled by Dr. Schneider, he disposed of beneficial ownership of a total of 10,400,000 common shares of Atacama, representing approximately 20.4% of the 50,937,410 issued and outstanding common shares of Atacama. The common shares were sold outside of Canada to three private companies for consideration of C$3.40 per share.
After giving effect to the disposition, Dr. Schneider has beneficial ownership and control, directly and indirectly, over a total of 5,044,935 common shares (4,136,834 registered in the name of Pacific Land; 900,000 registered in the name of SBX Consultores Limitada; and 8,101 directly in his name) and 1,225,000 options, representing in the aggregate approximately 9.9% of the issued and outstanding common shares of Atacama on an undiluted basis, or approximately 12% on a partially-diluted basis. Under the terms of the dispositions, Pacific Land was granted a call option to repurchase the 10,400,000 common shares until March 26, 2017 at an exercise price of CDN$3.40, plus LIBOR plus 2%. Since Pacific Land maintains a call option over the 10,400,000 common shares, for purposes of the take-over bid rules under Canadian securities laws (and despite actual ownership residing with the purchasers), Dr. Schneider is deemed to beneficially own an aggregate of 15,444,935 common shares of Atacama, representing approximately 30% of the issued and outstanding shares of Atacama on an undiluted basis, or approximately 32% on a partially-diluted basis.
Each sale of the common shares above was in an amount in excess of $150,000 and consequently was exempt from the prospectus requirements pursuant to section 2.10 of National Instrument-45-106.
Dr. Schneider has engaged in these transactions for the purpose of financial planning, and he may increase or decrease his ownership, control or direction over Atacama's securities depending upon future market conditions.
Pacific Land's address is c/o Alfaro, Ferrer & Ramirez (BVI) Limited, R.G. Hodge Plaza, Second Floor, Upper Main Street, Road Town, Tortola, British Virgin Islands. For further information please refer to the Early Warning Report posted on SEDAR or contact Carl Hansen at (416) 861-8267.
Atacama Pacific Gold Corporation
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