Caldas Gold Announces Closing of C$85 Million Subscription Receipt Offering

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TORONTO, Dec. 03, 2020 (GLOBE NEWSWIRE) -- Caldas Gold Corp. (TSX-V: CGC; OTCQX: ALLXF) (“Caldas Gold” or “the Company”) has completed the non-brokered private placement with a group of investors principally referred by Aris Gold Corporation (“Aris Gold”) for aggregate gross proceeds of C$85 million (the “Offering”). The terms of the Offering and proposed Board, management and name changes were announced by way of news release on November 23, 2020.

The C$85 million has been deposited in escrow pending the satisfaction of certain release conditions on or before March 31, 2021, or as may be extended. The net proceeds are expected to be used for the modernization and expansion of the Caldas Gold mining operations in Colombia and for working capital purposes. The primary release conditions are listed below and are expected to be satisfied by mid-January 2021:

• the Company shall have obtained an extension for the mining contribution/concession contract located within the mining license area referred to as Zona Baja for an additional minimum period of 20 years,
• the required steps are taken to reorganize the Board of the Company, as described below,
• all required steps are taken to change the name of the Company to “Aris Gold Corporation”, and
• the investor agreement between the Company and Gran Colombia Gold Corp. (“Gran Colombia”) remains in full force and affect, unamended.

The investor agreement provides that so long as Gran Colombia owns more than 20% of the Company, (i) Gran Colombia has the right to nominate two directors to the Board, (ii) Gran Colombia is required to vote in accordance with the recommendations of the Board or management of the Company, with certain exceptions, and (iii) Gran Colombia has the right to maintain its equity interest in the Company if new equity securities are issued in connection with a future financing or non-cash transaction. In addition, Gran Colombia has agreed to not sell any of its Caldas Gold equity securities (common shares and warrants) without prior consent from the Company for a period of two years.