Caza Gold Announces US$600,000 Secured Loan with Bonus Shares and Shares for Debt - Seite 2

The proceeds of the Loan will be used to complete current work, and fund further exploration and development work on the Company's Los Andes High-Sulfidation Gold Project in Nicaragua and for working capital.

The Company is also pleased to announce that it has entered into shares for debt settlement agreements with one or more current or former executives of the Company to settle a total of up to Cdn$160,000 by the issuance of up to 2,000,000 common shares of the Company (the "Shares for Debt") at a price of $0.08 per share, the market price as of the date of the settlement.

Related Party Transactions: The Loan, the Bonus Shares and the Shares for Debt are all subject to the prior approval of the TSX Venture Exchange and are 'related party' transactions under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Based on written recommendations prepared by a special committee of the independent directors of the Company, the Board, with the non-independent directors refraining from voting, agreed to the terms of the transactions. There were no materially contrary views, or abstention by any directors other than as set out above and there were no material disagreements between the Board and the special committee. The Formal Valuation exemptions available to the Company include: s. 5.5(a) due to the fair market value of both the subject matter of the transaction as well as the consideration given by the Company to the related party not exceeding 25% of the market capitalization of the Company and s. 5.5(g), on the basis that: (i) the Company is in serious financial difficulty, (ii) the Shares for Debt, the Loan and the Bonus Shares are designed to improve the financial position of the Company, (iii) the Board is comprised of three independent directors and (iv) at least two-thirds of the Company's independent directors, acting in good faith, have determined that items (i) and (ii) above apply, and that the terms of Shares for Debt, the Loan and the Bonus Shares are reasonable in the circumstances for the Company. The Minority Approval Requirement exemptions available to the Company include s. 5.7(1)(a) and s. 5.7(1)(g) based on, respectively, the same underlying reasons. Apart from the proposed issuance of the Bonus Shares, the above transactions are expected to be completed less than 21 days after the date of this news release, as several material matters were uncertain and not ascertainable until at, or close to, the date of this release. These matters include the Loan amount, the terms of the Loan Agreement, the use of proceeds, additional matters tied to the execution of the Loan documents, the consent of the debt holders in respect of the Shares for Debt transaction, as well as internal approvals of Polygon. Due to, in part, the foregoing, the Company was unable to issue this release prior to today's date with any certainty, and in the Company's opinion this shorter period was unavoidable and reasonable and necessary in the circumstances.