Caza Gold Announces US$500,000 Secured Loan

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 13, 2016) - Caza Gold Corp. (the "Company") (TSX VENTURE:CZY)(FRANKFURT:CZ6) is pleased to announce that it has entered into a loan agreement (the "Loan Agreement") with Polygon Mining Opportunity Master Fund ("Polygon") providing for the terms and conditions pursuant to which Polygon will loan the principal amount of US$500,000 to the Company (the "Loan"), as evidenced by a promissory note. The Loan is for a term of 24 months and is payable on demand upon the Company consummating an equity or loan financing with net proceeds of at least US$2,500,000. The Loan bears interest at the rate of 10% per annum payable quarterly beginning on June 30, 2016. Interest payments may, at the option of the Company, be added to the principal amount of the Loan. As security for the payment of the Company's obligations and for the fulfilment and satisfaction of all covenants and agreements made under the Loan Agreement, the Company has, concurrently with the Loan Agreement, entered into a general security agreement with Polygon pursuant to which the Company granted Polygon a security interest in all personal property of the Company, including the issued and outstanding shares of the Company's wholly-owned Nicaraguan subsidiary, Nicaza S.A, which holds certain mining properties located in Nicaragua, including the Los Andes project.

Polygon is a 'Control Person' and 'related party' of the Company (as defined by securities legislation) and currently owns 109,502,499 common shares of the Company (77.5% of its issued and outstanding share capital).

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 intends to enter into shares for debt settlement agreements with three of its directors, Brian Arkell, Philip Yee and Stewart Lockwood, to settle a total of up to Cdn$66,330 in accrued directors' fees by the issuance of common shares of the Company at a price per share equal to the market price as of the date of the settlement.

Related Party Transactions: The Loan Agreement is required to be filed with the TSX Venture Exchange and is a 'related party' transaction 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 Loan. 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 Loan is 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 the Loan 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. The closing of the Loan is 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, 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.