POCML 5 Announces Update to Proposed Qualifying Transaction in Collective Mining Inc.

TORONTO, Jan. 21, 2021 (GLOBE NEWSWIRE) -- As previously announced on November 30, 2020, POCML 5 Inc. (TSXV: PCML.P) (the “Company” or “POCML5”) entered into a binding letter agreement setting out the general terms of a business combination with Collective Mining Inc. (“Collective”), a privately held arm’s length company incorporated under the Business Corporations Act (Ontario). Collective is a privately‐held exploration and development company focused on identifying and exploring prospective gold projects in South America. Collective currently holds a 100% interest in two projects located in Colombia: (i) the San Antonio project (the “San Antonio Project”); and (ii) the Guayabales project (the “Guayabales Project”). The San Antonio Project is comprised of a 1,664-ha contiguous mining title located in a historical gold district in the Caldas department of Colombia. With recently completed geophysical and LIDAR surveys completed, the San Antonio Project has been advanced to the point where there are multiple drill-ready targets, which are expected to be tested in 2021. The Guayabales Project is a contiguous land package comprised of two mining titles totalling 413 ha and a 2,012-ha mining application also located in the Caldas department of Colombia. The Guayabales Project is currently in the early stages of prospecting. Upon completion of POCML5’s proposed qualifying transaction (the “Transaction”), it is the intention of the parties that the Resulting Issuer (as defined below) will continue to primarily focus on the exploration and development of the San Antonio Project.

Subject to regulatory, shareholder, director and other approvals that may be required, and other conditions which shall be set out in a definitive business combination agreement among the Company, a wholly-owned subsidiary of the Company (“Subco”) and Collective, Collective will amalgamate with Subco (the “Amalgamation”) in order to facilitate the completion of the Transaction in accordance with the policies of the TSX Venture Exchange (the “TSXV”). Prior to the effective time of the Amalgamation, the Company will consolidate the issued and outstanding common shares in the capital of the Company on the basis of one “new” common share of the Company (a “POCML5 Share”) for every four “old” common shares of the Company that were issued and outstanding. Application has been made to have the resulting issuer company (the “Resulting Issuer”) categorized as a Tier 2 mining issuer on the TSXV upon completion of the Transaction. Upon completion of the Transaction, it is the intention of the parties that the Resulting Issuer will continue to primarily focus on the exploration and development of the San Antonio Project.