TORONTO - Caldas Gold Corp. (TSX-V: CGC) (OTCQX: ALLXF) announced today that it has commenced a private placement financing with a group of investors principally referred by Aris Gold Corporation ('Aris Gold') that will result in changes to the management and the board of directors (the 'Board') of the Company, as well as a change in the Company's name to 'Aris Gold Corporation'.
Once the financing is completed, Gran Colombia Gold Corp. ('Gran Colombia') is expected to become an approximately 45% shareholder of Caldas Gold and will have the right to nominate two directors to the Caldas Gold Board at completion of the Aris Transaction. Under the financing, the Company has agreed to sell, on a non-brokered private placement basis, an aggregate of 37,777,778 subscription receipts of the Company ('Subscription Receipts'), at a price of CA$2.25 each, for aggregate gross proceeds to the Company of CA$85 million (the 'Offering'). The financing is expected to close on or about November 27, 2020 (the 'Closing Date').
Transaction Highlights
The Company will be led by a highly experienced Board with new nominees, including Ian Telfer as Chair, David Garofalo, Peter Marrone, Attie Roux, Daniela Cambone and Neil Woodyer. Gran Colombia's nominees will be Serafino Iacono and Hernan Martinez. In addition, Frank Giustra will be a Strategic Advisor.
The management team will be led by Neil Woodyer, as CEO, with the corporate head office based in Vancouver, BC.
This group of incoming Board nominees, management and Strategic Advisor is planning to personally participate in the Offering for an aggregate of CA$38 million.
Aris Gold's vision is to create a diversified precious metals mining company through a disciplined growth strategy with a focus on stakeholder value creation from free cash flow generation and the implementation of industry-leading sustainability programs.
The incoming team has a proven track record of building successful precious metals mining companies, including the founding of Leagold Mining (now Equinox Gold), Endeavour Mining, Wheaton River Minerals (which became Goldcorp and now Newmont), Wheaton Precious Metals and Yamana Gold.
Following completion of the Aris Transaction, the Marmato license extension process will have been completed and the Marmato Deeps Zone ('MDZ') expansion project will be fully-financed ahead of construction start, which is expected in H2 2021.
The Company is expected to have a cash balance of US$190 million and approximately 137.6 million issued shares outstanding upon completion of the Aris Transaction.
The private placement price per subscription receipt of CA$2.25 is a 14% premium to the closing price of Caldas Gold's common shares on Friday November 20, 2020.
Neil Woodyer, CEO of Aris Gold commented, 'It is with great pleasure that we announce the launch of the new Aris Gold today. We believe the Marmato mine with its current production and expansion plans supported by a large-scale gold resource represents an ideal platform for us to build a major gold mining company. With this CA$85 million financing, the existing US$110 million streaming financing with Wheaton Precious Metals and new support from Orion Mine Finance, the MDZ expansion program is fully funded. We are thankful to have the continued support of Gran Colombia in this placement, as we transition the Company into full independence. Our immediate focus will be on implementing an industry-leading sustainability program and completing the modernisation and expansion of the historic Marmato gold mine. The recent pre-feasibility study outlined potential average annual gold production of approximately 165 kozs from 2024 through 2033 once the MDZ is in full production with average life-of-mine all-in sustaining costs of US$872 per ounce. Recent exploration success from on-going programs indicates exciting exploration potential with significant upside potential.'
Ian Telfer, Chairman of Aris Gold commented, 'I am honoured to join such a strong Board with an outstanding, fully-funded growth asset in Colombia. Not since the founding of Wheaton River Minerals 20 years ago have I seen such a strong macro-economic backdrop from which to launch a gold company.'
Serafino Iacono, Executive Chairman of Caldas Gold commented, 'I am extremely excited to introduce a new leadership team and financing partners to Caldas Gold. Marmato now has all the tools at its disposal to transition to an optimised and fully modern mine in Colombia. Importantly, the company-building track record of the Aris Gold team combined with the in-country experience of Gran Colombia will enhance the Marmato mine and MDZ expansion and help bring the new Aris Gold to the world stage.'
On the Closing Date the gross proceeds from the Offering (the 'Escrowed Proceeds'), will be deposited in escrow pending the satisfaction or waiver of certain release conditions (the 'Release Conditions'), as described in more detail below. Upon the satisfaction or waiver of the Release Conditions at or before the Release Deadline (as defined below), each Subscription Receipt will be automatically converted, without payment of any additional consideration or further action on the part of the holder thereof, into one unit of the Company (a 'Unit') comprising one common share of the Company (a 'Common Share') and one Common Share purchase warrant of the Company (a 'Warrant'), and the Escrowed Proceeds will be released, as described in more detail below.
The net proceeds of the Offering are expected to be used for the modernization and expansion of the Company's underground mining operations at its Marmato mine in Colombia and for working capital purposes. In addition, upon satisfaction of the Release Conditions at or before the Release Deadline, the Board and management of the Company will be reorganized as described below. The Aris Transaction is intended to ensure that sufficient financing for the Company's MDZ expansion project is in place. Further, the Aris Transaction enables the Company to benefit from the extensive mine operating and development experience and knowledge of the new directors and management and best position the Company for the next phase of its growth. The Company anticipates that the Aris Transaction will have a positive effect on the business and affairs of the Company and will add value for its shareholders.
Completion of the Offering is subject to receipt of all required regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange ('TSX-V').
About Caldas Gold
Caldas Gold is a Canadian junior mining company currently advancing a major expansion and modernization of its underground mining operations at its Marmato Project in the Department of Caldas, Colombia. Caldas Gold also owns 100% of the Juby Project, an advanced exploration-stage gold project located within the Shining Tree area in the southern part of the Abitibi greenstone belt about 100 km south-southeast of the Timmins gold camp.
Forward-Looking Information
This news release contains 'forward-looking information' within the meaning of applicable Canadian securities legislation concerning the business, operations and financial performance of Caldas Gold. Forward-looking statements in this news release, which are all statements other than statements of historical fact, include, but are not limited to, the successful completion of the Offering; the intended use of net proceed of the Offering; the satisfaction of the Release Conditions; the release of the Escrowed Proceeds; the conversion of the Subscription Receipts and issuances of the underlying Common Shares and Warrants; the changes to the board of directors and management of the Company; the payment of the Change of Control Payments; the entering into of the Investor Agreement and ancillary Aris Transaction agreements; successfully obtaining certain shareholder consents and the MDZ expansion project being fully financed as a result of the completion of the Offering. Often, but not always, forward-looking statements can be identified by the use of words such as 'plans', 'expects', 'is expected', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates', or 'believes' or variations (including negative variations) of such words and phrases, or state that certain actions, events or results 'may', 'could', 'would', 'might' or 'will' be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Caldas Gold to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements include: risks associated with receiving final regulatory and other approvals or consents, and the other risk factors as described under the caption 'Risk Factors' in the Company's annual information form dated August 17, 2020, which is available for view on SEDAR at www.sedar.com. Forward-looking statements contained herein are made as of the date of this news release and Caldas Gold disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
Contact:
Mike Davies
Tel: (416) 360-4653
Email: investorrelations@caldasgold.ca
This announcement does not constitute an offer of securities for sale in the United States, nor may any securities referred to herein be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933 as amended (the 'Securities Act') and the rules and regulations thereunder. The securities referred to herein have not been registered pursuant to the Securities Act and there is no intention to register any of the securities in the United States or to conduct a public offering of securities in the United States.
ARIS MINING HOLDINGS CORP. 
