Mr. Mike Davies reports
CALDAS GOLD COMPLETES EXERCISE OF SPECIAL WARRANTS; ANNOUNCES LISTING OF NEW WARRANTS; JEFFREY COUCH APPOINTED AS DIRECTOR
Further to its news release dated Sept. 21, 2020, in connection with Caldas Gold Corp.'s previously completed bought deal private placement offering of special warrants, an aggregate of 22,222,222 special warrants were automatically exercised as of 5 p.m. EST on Sept. 28, 2020, resulting in the issuance of 22,222,222 common shares and 22,222,222 common share purchase warrants to holders of the special warrants.
The warrants will begin trading on the TSX Venture Exchange as of market open on Wednesday, Sept. 30, 2020, under the symbol CGC.WT. For further details regarding the warrants, please see the news release of the company dated July 29, 2020, available on the company's website or under the company's SEDAR profile.
Updated capitalization of the company
As of Sept. 28, 2020, the company now has the securities issued and outstanding as displayed in the attached table.
TSX-V Common Exercise price Expiry or
Securities symbol Number shares issuable per common share maturity date
Common shares CGC 99,767,662
Stock options 255,000 255,000 $2.10 Feb. 25, 2021
4,550,000 4,550,000 $2.00 March 1, 2025
160,000 160,000 $2.50 June 26, 2025
200,000 200,000 $2.73 Sept. 17, 2022
Warrants Unlisted 10,792,500 10,792,500 $3.00 Dec. 19, 2024
Warrants Unlisted (1) 22,222,222 22,222,222 $2.75 July 29, 2025 (2)
Broker warrants Unlisted 125,550 125,550 $2.00 Dec. 19, 2022
125,550 $3.00 Dec. 19, 2024
Subscription receipts (3) Unlisted 83,066
(1) The warrants will begin trading on the TSX Venture Exchange on Sept. 30, 2020, under the symbol CGC.WT.
(2) The company may accelerate the expiry date of the warrants after July 29, 2023, in the event that the closing price
of the common shares on the TSX-V (or such other exchange on which the common shares may principally trade at such
time) is greater than $2.75 per share for a period of 20 consecutive trading days, by giving notice to the holders
of warrants of the acceleration of the expiry date and issuing a concurrent press release announcing same and, in
such case, the warrants will expire on the 30th day following the date on which such notice is given and press
(3) The subscription receipts of the company were issued on Aug. 26, 2020, pursuant to a fully marketed private
placement offering at a price of $1,000 (U.S.) per subscription receipt. Upon the satisfaction of certain escrow
release conditions contained in the subscription receipt agreement entered into by the company, each subscription
receipt shall convert and entitle the holder thereof to receive one unit of the company, with each unit comprising
one senior secured gold-linked note in a principal amount of $1,000 (U.S.) ($83,066,000 (U.S.) aggregate principal
amount) and 200 warrants (16,613,200 warrants in the aggregate). Each warrant will entitle the holder thereof to
acquire one common share at a price of $2.75 per share until July 29, 2025. The company has received conditional
approval from the TSX-V to list such additional warrants when issued upon conversion of the subscription receipts,
which will be listed on the TSX-V under the symbol CGC.WT and will be subject to the same accelerated expiry
provision as described in note (2) above.
Appointment of new director
The company is also pleased to announce the appointment of Jeffrey Couch to the board of directors of the company. Mr. Couch is a financial services executive with extensive experience in the natural resources sector, having advised and raised capital for clients globally, with a particular focus on emerging markets. Currently Mr. Couch is working with Orion Resource Partners, a mining-focused private equity firm with over $6-billion (U.S.) under management. Mr. Couch has worked with several financial services firms in Europe, including being head of investment banking Europe for BMO Capital Markets (Bank of Montreal), and has also had senior investment banking roles with Credit Suisse Europe and Citigroup (Solomon Brothers). Mr. Couch also has public board experience on both the Toronto Stock Exchange and the London Stock Exchange. He holds both an undergraduate business degree and a law degree.
About Caldas Gold Corp.
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 per cent 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.
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