Caza Gold Corp.

US$3.8 Million Unit Financing at $0.05 per Unit with Polygon Mining Opportunity Master Fund and Purchase of Los Andes Gold Project, Nicaragua

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 19, 2014) - Brian Arkell, CEO and President of Caza Gold Corp. (the "Company") (TSX VENTURE:CZY)(FRANKFURT:CZ6) is pleased to announce that the Company has entered into an investment agreement (the "Investment Agreement") with Polygon Mining Opportunity Master Fund ("Polygon"), a fund managed by Polygon Global Partners. Under the terms of the Investment Agreement Polygon has agreed to invest an additional US$3.8 million in the Company. In addition, the Company has entered into a purchase agreement (the "Purchase Agreement") to complete the purchase of the Los Andes Gold Project from Inversiones Ecologicas S.A. ("INECOSA") through the payment of shares and cash with a value of approximately US$600,000.

Investment Agreement and Financing for US$3,800,000

Under the terms of the Investment Agreement dated December 18, 2014, Polygon has agreed to invest US$3.8 million to purchase 88,160,000 units of the Company (the "Financing"). The proceeds of the Financing will be used to fund further exploration on the Company's Los Andes Gold Project in Nicaragua, to hire new exploration personnel and for working capital.

The material terms of the Investment Agreement include the following terms and conditions:

• Under the terms of the Financing, Polygon has agreed to purchase 88,160,000 units of the Company at C$0.05 per unit for total gross proceeds of US$3.8 million, based on an exchange rate of USD$1=CAD$1.16. Each unit will consist of one common share and one share purchase warrant exercisable for five years at C$0.05 per share.
• By prior loan agreements with Polygon dated July 22, 2013 and August 8, 2014, the Company borrowed from Polygon, respectively, C$200,000 and US$600,000 (each a "Loan" or, together the "Loans"). The Loans, plus accrued interest (12% per annum, compounded and payable quarterly), will be repaid out of the proceeds of Financing. The two underlying Promissory Notes issued by the Company and related General Security Agreements will be cancelled upon repayment of the Loans. Polygon has agreed to waive, in relation to the Loans, the make whole interest payment which would otherwise have been due upon early repayment of the Loan. Also, as partial consideration for the US$600,000 Loan, Polygon was entitled, subject to certain conditions, to 1,474,065 common shares of the Company (the "Bonus Shares"). Polygon has agreed to waive its right to the Bonus Shares.
• Consummation of the Financing is subject to the Purchase Agreement being in full force and effect and all covenants, representations and warranties made by INECOSA and its shareholders having been complied with and remaining true, as well as a number of customary conditions of closing, including that no material adverse change with respect to the Company shall have occurred and that the Company's representations and warranties made under the Investment Agreement shall continue to be accurate at closing.

Polygon retains all of its rights under the terms of a prior investment agreement with the Company, including participation rights in any future security offering of the Company that will allow Polygon to maintain its proportionate interest in the Company, rights regarding future material business decisions of the Company and the right to maintain two nominations for election to the Board of Directors provided that its proportional interest in the Company is equal to or greater than 20% (see the Company's news release of October 29, 2013 for further details).