Mike Davies reports
CALDAS GOLD ANNOUNCES CA$14 MILLION PRIVATE PLACEMENT WITH GRAN COLOMBIA TO FUND JUBY ACQUISITION CLOSING ON JULY 2, 2020
Caldas Gold Corp. has completed a non-brokered private placement of seven million common shares with Gran Colombia Gold Corp., its principal shareholder, at a price of $2 per share, for total gross proceeds of $14-million. The proceeds of the private placement will be used by Caldas Gold on July 2, 2020, to complete the acquisition of South American Resources Corp. (SARC) as further described below. Caldas Gold's common shares closed at $1.85 on May 20, 2020, the day before the agreement to complete the acquisition and Gran Colombia's anticipated private placement were initially announced. The common shares acquired by Gran Colombia are subject to a four-month hold period expiring on Oct. 31, 2020.
SARC has completed the acquisition of certain mining assets in northeastern Ontario, including a 100-per-cent interest in the Juby project and a 25-per-cent joint venture interest in certain claims adjoining the Juby project. At the time of closing, SARC will have working capital of approximately $300,000 (U.S.). The Juby project is an advanced exploration-stage gold project located approximately 15 kilometres west-southwest of the town of Gowganda and 100 km south-southeast of the Timmins gold camp within the Shining Tree area in the southern part of the Abitibi greenstone belt. Over 14,000 acres are controlled through the patented claims of the Juby project covering 10 km strike length on the mineralized trend.
The acquisition of all of the issued and outstanding shares of SARC will be completed on July 2, 2020, by way of an amalgamation agreement effecting a three-cornered amalgamation between Caldas Gold, SARC and 1241868 B.C. Ltd., a wholly owned subsidiary of Caldas Gold. Pursuant to the terms of the amalgamation agreement, Caldas Gold will issue 20 million common shares of the company to current shareholders of SARC, and has funded SARC's acquisition of the Juby project and adjoining claims. Certain shareholders of SARC have entered into voluntary lock-up agreements with Caldas Gold pursuant to which such securityholders, holding approximately 87 per cent of the consideration shares, have agreed to voluntarily lock up their consideration shares for a period of two years from the closing date of the transaction. No insiders of the company or its parent, Gran Colombia, will receive any of the consideration shares.
A copy of the amalgamation agreement will be filed by Caldas Gold with the Canadian securities regulators and will be available for viewing on the company's profile on SEDAR. A description of the amalgamation agreement will also be set forth in Caldas Gold's material change report to be filed on SEDAR.
Multilateral Instrument 61-101 and early warning
The private placement to Gran Colombia constitutes a "related party transaction" within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101) adopted in such policy. The company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the private placement exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101). Further details will be included in the material change report to be filed by the company.
Prior to the completion of private placement, Gran Colombia owned, directly or indirectly, or exercised control or direction over, 37,547,100 common shares and 7.5 million share purchase warrants of Caldas Gold, with each warrant entitling Gran Colombia to acquire one common share of the company. The 37,547,100 common shares represented approximately 74.4 per cent of the total number of issued and outstanding common shares of Caldas Gold prior to the private placement, and, if all of the warrants were exercised, Gran Colombia would have owned, directly or indirectly, or exercised control or direction over, 45,047,100 common shares, or approximately 77.7 per cent of the total number of issued and outstanding common shares of Caldas Gold on a partially diluted basis prior to the private placement.
After the completion of the private placement, Gran Colombia now owns, directly or indirectly, or exercises control or direction over, 44,547,100 common shares of Caldas Gold, representing approximately 77.5 per cent of the total number of issued and outstanding common shares, resulting in a 3.1-per-cent change to Gran Colombia's holdings of common shares of Caldas Gold. If all of the warrants were exercised, Gran Colombia would own, directly or indirectly, or exercise control or direction over, 52,047,100 common shares, or approximately 80.1 per cent of the total number of issued and outstanding common shares, resulting in an increase of 2.4 per cent to Gran Colombia's holdings of common shares of Caldas Gold on a partially diluted basis after the completion of the private placement.
The shares acquired by Gran Colombia are presently being held only for investment purposes. Gran Colombia may, from time to time in the future, increase or decrease its ownership, control or direction over securities of Caldas Gold, through market transactions, private agreements or otherwise, the whole depending on market conditions, the business and prospects of Caldas Gold, and other relevant factors.
Gran Colombia has filed an early warning report pursuant to applicable securities laws in connection with the completion of the private placement. A copy of the early warning report to which this press release relates will be available under Caldas Gold's profile on SEDAR. To obtain a copy of the early warning report, please contact Amanda Fullerton, corporate secretary at Caldas Gold's office, at 401 Bay St., Suite 2400, P.O. Box 15, Toronto, Ont., M5H 2Y4, or by calling 416-360-4653.
Grant of stock options
Caldas Gold also announced today that it granted a total of 160,000 stock options on June 26, 2020, to new employees and a consultant in accordance with the provisions of its stock option plan. Each stock option is exercisable at $2.50 per common share for a period of five years, with 50 per cent of the stock options vesting on the grant date and the remaining 50 per cent of the stock options vesting on June 26, 2021. The closing price of the company's common shares on June 25, 2020, the date prior to the grant of the stock options, was $2.50 per share.
About Caldas Gold Corp.
Caldas Gold is a Canadian junior mining company currently advancing a prefeasibility study for a major expansion and modernization of its underground mining operations at its Marmato project in the department of Caldas, Colombia, with mineral resources of 2.0 million ounces of gold in the measured and indicated categories, and 3.3 million ounces in the inferred category.
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