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Aris Gold (Formerly Caldas Gold) Announces Change of Management and Board and Unveils Growth Strategy
Aris Gold (Formerly Caldas Gold) Announces Change of Management and Board and Unveils Growth Strategy
Aris Gold Corporation (TSX-V: CGC) (OTCQX: ALLXF) announces that Caldas Gold Corp. has been renamed Aris Gold and the new Board of Directors and management team are in place. In addition, the net proceeds from the C$85 million private placement led by the incoming Board and management team and the US$83 million of gold-linked notes have been released from escrow. It is expected that the Company’s shares and warrants will begin trading under the symbols “ARIS” and “ARIS.WT” on February 8, 2021. These corporate changes and escrow releases follow formal receipt of the 30-year mine licence extension for the Marmato mine in Colombia, as described in Caldas Gold’s January 5, 2021 news release.
The new management team is led by CEO Neil Woodyer, who is supported by an independent Board of Directors led by Chairman Ian Telfer. New Directors also include recognized industry leaders Peter Marrone, David Garofalo, Daniela Cambone, and Attie Roux who join Gran Colombia Gold nominees, Serafino Iacono and Hernan Martinez, both of whom have extensive experience in Colombia. Frank Giustra will act as a strategic advisor to the Board.
The incoming Board and management team’s vision is to build Aris Gold into their next globally relevant gold producer after success creating several leading mining companies, including Wheaton River Minerals, Goldcorp (now Newmont), Yamana Gold, Endeavour Mining and Leagold Mining (now Equinox Gold).
In addition, Aris Gold has received conditional approval for the listing of its common shares and warrants on the Toronto Stock Exchange. The listing is subject to the satisfaction of certain customary listing conditions and final acceptance by the TSX. Aris Gold will issue a news release once the TSX confirms the date when trading is expected to commence on the TSX.
Aris Gold CEO Neil Woodyer commented: “We identified Caldas Gold as an attractive entry point with a strong base, with assets in Colombia and Canada from which we plan to build our next gold company. Our C$85 million investment has filled the funding gap for the Marmato mine expansion where production will be increased to over 150koz gold per year. The recent PFS demonstrates a potential mine life of 13 years from current mineral reserves, and ongoing exploration success continues to demonstrate significant upside. We are implementing a comprehensive project development plan that includes completing optimization studies, updating mineral resources and reserves, currently negotiating the appointment of an EPCM contractor, and continuing to advance health, safety, and community support programs. We expect the Marmato mine will deliver outstanding value to all stakeholders, including our mine workforce and community partners.
“We plan to continue to pursue a strategy of acquiring operating gold mines and projects nearing construction. We aim to create value through adding scale and diversification, mine and corporate-level optimizations, investing in expansions and near-mine exploration, and active portfolio management. Aris Gold is launching from a solid foundation, a strong financial position, and with a highly experienced team that will ‘do it again’.”
New Management
The incoming management team has a successful track record of creating long-term shareholder value by building companies with strong financial performance, production growth, disciplined capital management and a commitment to sustainability. The management team is led by Neil Woodyer, CEO; Doug Bowlby, SVP Corporate; Andrew Gubbels, SVP Corporate Development; Ashley Baker, General Counsel and Corporate Secretary; Robert Eckford, VP Finance and CFO, and Meghan Brown, VP Investor Relations. The management team will be supported by Attie Roux, Richard Thomas and Lombardo Paredes as Technical Consultants.
New Website and Corporate Governance Policies
Aris Gold has launched a corporate website at www.arisgold.com. This website contains information about the Company, its operations and projects, and its commitments to corporate governance and sustainability practices. Copies of the Company’s governance policies including the Business Conduct and Ethics Policy and Sustainability Policy together with the mandates of the Board of Directors and charters of each of the Committees of the Board are available for download on the Company’s website.
About Aris Gold
Aris Gold is a Canadian mining company currently listed on the TSX Venture Exchange under the symbol “CGC”. The Company is led by an executive team with a demonstrated track record of creating value through building globally relevant gold mining companies. Aris Gold operates the Marmato mine in Colombia, where a modernization and expansion program is underway, and the Juby project, an advanced exploration stage gold project in the Abitibi greenstone belt of Ontario, Canada. Aris Gold plans to pursue acquisition and other growth opportunities to unlock value creation from scale and diversification.
Additional information on Aris Gold can be found at www.arisgold.com and www.sedar.com.
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Caldas Gold posts record intercept at Marmato
Northern Miner Staff | November 9, 2020 |
11:23 am Exploration Top Companies Latin America Gold
Caldas Gold posts record intercept at Marmato in Colombia
The Marmato project is located in the heart of Columbia’s Middle Cauca
gold district. (Image courtesy of Gran Colombia Gold)
Caldas Gold (TSXV: CGC; US-OTC: ALLXF) reported high-grade assays from
its Marmato asset in Colombia including a record 5.73 grams gold per
tonne and 5.2 grams silver per tonne over 63 metres from 356 metres
downhole.
The intercept in drill hole MT-IU-076 was part of a broader 385.7-metre
intersection of 2.34 grams gold and 3.5 grams silver starting from 312
metres in the New Zone, which remains open to the southeast and at
depth.
The drill program, which kicked off in May with three diamond drill rigs operating from underground drill stations in the existing Marmato mine, also extended the Main Zone along strike by more than 300 metres, where it remains open.
SIGN UP FOR THE PRECIOUS METALS DIGEST
So far the company has completed about 30% (9,400 metres) of its 2020-2021 drill program, which will consist of 60 holes (31,000 metres). Of that, 20,400 metres are conventional drilling in 40 holes and 10,600 metres are directional drilling in two other holes and 18 kick-off holes.
THE MARMATO MINE IS EXPECTED TO PRODUCE BETWEEN 23,000 AND 26,000 OUNCES
OF GOLD IN 2020
Drilling in the New Zone, the company said, confirms the extension of the high-grade mineralization to below the 600-metre level, which is the bottom of the indicated mineral resource used in the prefeasibility study. The New Zone extends for more than 400 metres along strike and 200 metres vertically.
Highlights released today from the drill program included drill hole MT-IU-073, which returned 343.4 metres of 2.83 grams gold and 1.5 grams silver starting from 340 metres, including 33.77 metres of 5.10 grams gold and 2.7 grams silver; 60.70 metres of 4.59 grams gold and 2.1 grams silver; and 39.04 metres of 3.74 grams gold and 1.4 grams silver.
“Our sense of excitement continues to build as the New Zone continues to deliver robust gold grades over significant lengths that start to demonstrate continuity and a developing high-grade zone similar to the adjacent Main Zone,” Serafino Iacono, Caldas Gold’s executive chairman and CEO, stated in a press release.
“In addition, the 300 metres of strike extension for the Main Zone provides us with another zone ready for infill drilling to continue to grow the underground mining expansion at Marmato.”
Last week Caldas Gold closed a precious metals stream with Wheaton Precious Metals (TSX: WPM; NYSE: WPM; LSE: WPM) on Marmato. Under the deal, Wheaton will purchase 6.5% of the gold production and 100% of the silver production until 190,000 oz. of gold and 2.15 million oz. of silver have been delivered. After that, the stream drops to 3.25% of gold production and 50% of the silver production for the life of mine. Wheaton will pay a total of $110 million in cash, $38 million of which is payable within six months, and the remainder will be paid during construction. The precious metals stream covers the Upper mine and the Marmato Deeps Zone (MDZ) development.
A prefeasibility study released in July confirmed the economic viability of expanding the underground mining operation at Marmato, according to Caldas Gold. The PFS estimated a life-of-mine production schedule of 19.7 million tonnes of mineralized material being processed over a 14-year mine life, resulting in total production from the existing Upper mine and the expansion of the second operation into the Marmato Deep Zone, of 1.9 million oz. gold and 1.6 million oz. silver.
Initial capital required between 2020 and 2023 for the expansion into the Marmato Deep Zone is estimated to run to $269.4 million. The company has also updated its plan for the Upper mine to incorporate an expansion from 1,200 tonnes per day to 1,500 tonnes per day.
The Marmato mine is expected to produce between 23,000 and 26,000 ounces of gold in 2020.
Gran Colombia Gold (TSX: GCM; US-OTC: TPRFF) spun off
the Marmato mining assets in February and
owns about 54% of Caldas Gold, according to its latest corporate
presentation.
(This article first appeared in The Northern Miner)
Caldas Gold and Gran Columbia Gold Undervalued! - Lets Chat With The CEO
2,059 views•Sep 14, 2020
Caldas Updates Juby Resource in Ontario
Canadian Mining Journal Staff | October 5, 2020 | 4:42 am Exploration Canada Gold
https://www.mining.com/caldas-updates-juby-resource-in-ontario/
An outcrop at the Juby gold project in Ontario. Credit: Temex Resources
An updated resource estimate for Caldas Gold’s Juby gold project in Ontario, 15 km from Gowganda, features two open pit deposits, with a total of 21.3 million indicated tonnes grading 1.13 g/t gold, and 47.1 million inferred tonnes at 0.98 g/t gold.
According to Caldas, this latest estimate has been updated to account for current regulatory requirements, such as including only in-pit resources and also accounts for drilling completed in 2018. The figures above, which include a total of 773,000 gold oz. in the indicated category and 1.5 million inferred oz., compare with the prior resource from 2014, which defined 1.1 million measured and indicated oz. at 1.28 g/t gold, and 2.9 million inferred oz., at 0.94 g/t gold.
SIGN UP FOR THE PRECIOUS METALS DIGEST
The updated resources are based on a 0.4 g/t gold cut-off grade and C$1,450 per oz. gold.
CALDAS PLANS TO CONTINUE DRILLING THE DEPOSITS NEXT YEAR
“The Juby gold project is an advanced-exploration stage property situated on a major highway with access to infrastructure in a historic mining district in Northern Ontario,” Serafino Iacono, Caldas Gold’s chairman, said in a release.
“The Shining Tree gold district is an under-explored area in the southern part of the Abitibi Greenstone belt and we are encouraged by the increase in the level of interest and investment in this area…”
The 56.7-sq.-km project covers 10 km of the Tyrrell structural zone and lies within 70 km of the Cote gold project (held by Iamgold and Sumitomo) and Alamos Gold’s Young-Davidson mine.
The four existing mineralized zones at Juby cover between 1,750 metres and 3,000 metres of strike and extend down to depths of up to 750 metres. The current deposits remain open along strike and at depth.
Caldas plans to continue drilling the deposits next year, focusing on extending known mineralization on strike and at shallow depths, with a 10,000-metre program proposed for 2021.
Caldas Gold closed the Juby project acquisition in July, from privately held South American Resources, in exchange for the issue of 20 million shares and a C$9.5-million payment to a subsidiary of Pan American Silver.
In addition to a 100% interest in Juby, Caldas also holds the Marmato gold-silver mine in Colombia. Gran Colombia Gold has a 57.5% stake in Caldas.
(This article first appeared in the Canadian Mining Journal)
(This article first appeared in the Canadian Mining Journal)
Gran Colombia is a Canadian-based mid-tier gold
producer with its primary focus in Colombia where
it is currently the largest underground gold and
silver producer with several mines in operation at
its high-grade Segovia Operations.
Gran Colombia owns approximately 57.5% of
Caldas Gold Corp. (TSX-V: CGC; OTCQX: ALLXF)
a Canadian mining company currently advancing
a major expansion and modernization of its
underground mining operations at its
Marmato Project in Colombia.
Gold & Silver bulls starting to break out > ^ > ^ > ^
Caldas Gold and Gran Columbia Gold Undervalued! - Lets Chat With The CEO
1,658 views •Sep 14, 2020
Caldas Gold shares surge on $90 million financing
MINING.COM Staff Writer | August 24, 2020 | 12:23 pm Markets News Canada Gold
Gran Colombias Marmato project to become stand-alone company in February
The Marmato project is located in the Caldas department in the heart of
the Middle Cauca gold district.
(Image courtesy of Gran Colombia Gold.)
Caldas Gold (TSXV: CGC) is looking to raise up to $90 million
through a fully marketed private placement of subscription receipts.
In a press release on Monday, the Canadian junior miner
announced it has settled terms for the proposed issuance
and sale of 90,000 subscription receipts of the company at a price
of $1,000 each, with Scotiabank and Canaccord Genuity acting as
co-lead agents on behalf of a syndicate of agents including
Stifel Nicolaus Canada and Red Cloud Securities.
The company anticipates raising $80 million to $90 million from the
offering, said Chairman and CEO Serafino Iacono.
Proceeds will be used to fund the expansion of Caldas’ mining
operations at the Marmato project in Colombia.
The Marmato project comprises two distinct operations — the existing Upper Zone operation and a new Deeps Zone operation that sits directly below the Upper Zone vein system.
Last year, the Upper Zone mine produced 25,750 ounces of gold.
Earlier this year, Caldas entered a $110 million streaming deal with Wheaton Precious Metals (NYSE: WPM) to develop the Deep Zone mineralization. This was followed up by a special warrant financing of C$45 million to secure additional funding for the expansion project.
Located within a historical mining district, the project contains an estimated 2 million ounces of gold resources in the measured and indicated categories and 3.3 million ounces of gold resources in the inferred category.
A prefeasibility study (PFS) incorporating the new mine is currently underway and is expected for completion mid-2020.
Shares of Caldas Gold surged 6% on news of the latest financing. The company has a market capitalization of approximately C$193.7 million.
1070 0
Gold Debate: Is A New Gold Standard Coming? (Steve Forbes)
August 23, 2020
https://www.youtube.com/watch?time_continue=157&v=rs1PH_GLi98&feature=emb_logo
Gran Colombia Gold Reports Second Quarter and First Half 2020 Results; Announces Quarterly Dividend Program
August 13, 2020
TORONTO, Aug. 13, 2020 (GLOBE NEWSWIRE) --
Gran Colombia Gold Corp. (TSX: GCM; OTCQX: TPRFF) announced today the release of its unaudited interim condensed consolidated financial statements and accompanying management’s discussion and analysis (MD&A) for the three months ended March 31, 2020. All financial figures contained herein are expressed in U.S. dollars (“USD”) unless otherwise noted.
Serafino Iacono, Executive Chairman of Gran Colombia, commenting on the Company’s latest results, said, “Our first quarter results continued to show strength, and that was when gold was more than $100 an ounce lower than where we are now. Quarterly revenue surpassed $100 million for the first time leading to adjusted EBITDA of $50 million. Operating cash flow and Free Cash Flow were up over 50% compared with the first quarter last year. The balance sheet also got stronger as we built up our consolidated cash position to about $100 million and by the end of April, we had reduced our Gold Notes by 40% since the beginning of the year. We are very pleased that Caldas Gold is up and running now. Drilling results from the Deep Zone at Marmato continue to be impressive and the PFS remains on track for mid-year. I am also very proud of what our Company has been able to do during COVID-19 to help out the communities in which we live and work. These are definitely unprecedented times and our people have done a tremendous job keeping our operations going while ensuring we all do the right thing to keep our workers safe.”
Second Quarter and First Half 2020 Highlights
Gran Colombia’s gold production in the first quarter of 2020 was 56,247 ounces produced compared with 60,601 ounces in the first quarter last year. The Company’s mines have continued to operate during the national quarantine implemented in Colombia in late March. However, restrictions on movement of people between communities has limited the availability of workers at the mines. Although April’s gold production totalled 12,602 ounces, about 65% of the average monthly volume over the last 12 months, the situation has improved and the Segovia Operations have been operating at about 95% of normal since mid-April.
During the COVID-19 quarantine, the Company has stepped up its efforts to support the local communities in which it operates, providing medical equipment, supplies and sanitation kits to the local hospitals and groceries to families who have been economically affected by the COVID-19 crisis.
Revenue amounted to $101.0 million in the first quarter of 2020, up 30% over the first quarter last year, getting a boost from the 21% increase in spot gold prices which increased the Company’s realized gold price to an average of $1,570 per ounce sold compared with $1,298 per ounce sold in the first quarter last year. The volume of gold sales in the first quarter of 2020 was also up 8% over the first quarter last year, benefitting from a reduction in mineral inventories following a build up during the refinery shutdown during the holiday period at the end of 2019.
Total cash costs (1) per ounce averaged $667 per ounce in the first quarter of 2020 compared with $621 per ounce in the first quarter last year. Segovia’s total cash costs were $604 per ounce in the first quarter of 2020 and Marmato’s total cash costs of $1,215 per ounce reflected the impact of additional costs associated with the commencement of mine optimization activities and the adverse impact on production in January of a temporary explosives shortfall.
All-in sustaining costs (“AISC”) (1) and All-in costs (1) of $890 per ounce and $978 per ounce, respectively, in the first quarter of 2020 reflected increased levels of capital and exploration spending and arbitration-related costs in G&A, compared with $832 per ounce and $843 per ounce, respectively, in the first quarter last year.
The Company reported adjusted EBITDA (1) of $50.4 million for the first quarter of 2020, up 43% over the first quarter last year, benefitting from the stronger revenue performance in the first quarter of 2020.
Net cash provided by operating activities in the first quarter of 2020 of $31.8 million was up 60% over the first quarter last year fuelling a 57% increase in the Company’s Free Cash Flow (1) in the first quarter of 2020 to $17.8 million from $11.3 million in the first quarter last year.
The Company’s balance sheet strengthened in the first quarter of 2020 as total cash increased to $99.7 million at the end of March 2020 from $84.2 million at the end of 2019. Meanwhile, the Company used $21.1 million from the net proceeds of a CA$40 million ($30.1 million) private placement completed in February to redeem 30% of its Gold Notes ahead of schedule. At April 30, 2020, the aggregate principal amount of Gold Notes outstanding was down to $41.3 million.
The Company completed the spin-out of its Marmato Mining Assets through a reverse takeover transaction. The Company has a 74.4% interest in the resulting issuer, named Caldas Gold Corp., which commenced trading on the TSX Venture Exchange on February 28, 2020 under the symbol “CGC”.
As of May 15, 2020, the total issued and outstanding common shares of the Company is 61.3 million and after inclusion of stock options, warrants and the Convertible Debentures, the Company’s fully diluted common shares would total approximately 89.4 million.
The Company reported net income for the first quarter of 2020 of $24.3 million ($0.42 per share) compared with net income of $7.9 million ($0.16 per share) in the first quarter last year. Adjusted net income (1) for the first quarter of 2020 was $21.2 million ($0.37 per share), up from $13.0 million ($0.27 per share) in the first quarter last year. The year-over-year improvement in adjusted net income for the first quarter of 2020 largely reflects the positive impact of the Company’s revenue growth resulting from higher gold prices in 2020 and the increased volume of gold sales in the current period.
The Company has successfully completed Phase 2 of its 2019 infill drilling program in the Zona Baja Deep Zone at Marmato which focused above the 600 meter level and was designed to provide enough tonnes and grade in the Measured and Indicated mineral resource categories within the Main Zone to support the prefeasibility study (“PFS”) which is currently being carried out and is expected to be finalized by mid-2020. The Company’s exploration program was also successful in extending the recently discovered New Zone along strike to more than 400 meters, opening up an opportunity for further mineral resource expansion.
Gran Colombia recently signed a Letter of Intent with Renergetica Colombia S.A.S. to acquire, through its Segovia Operations, a solar project with a total installed capacity of 11.2 MW of power called “Suarez”, to be located in the Tolima Region of Colombia.
http://www.grancolombiagold.com/news-and-investors/press-releases/press-release-details/2020/Gran-Colombia-Gold-Reports-Second-Quarter-and-First-Half-2020-Results-Announces-Quarterly-Dividend-Program/default.aspx
GCM Q2 2020 Results Presentation V2
http://s21.q4cdn.com/834539576/files/H-GCM-Q2-2020-Results-Presentation-(Final).pdf
MINERS: The New Growth Stocks, Highest Level Ever! Plus “We Maintain A Bullish Outlook” For Gold
August 20, 2020
MINERS: The New Growth Stocks, Highest Level Ever! Plus We Maintain A Bullish Outlook For Gold
With gold and silver prices surging today, expect miners to be the new growth stocks. Plus a look at highest level ever, and “We maintain a bullish outlook” for gold.
Despite Pullback, “We Maintain A Bullish Outlook” For Gold
August 20 (KWN) – Ole Hansen, Head of Commodity Strategy at Saxo Bank: Spot Gold and Spot Silver dropped yesterday following the Fed minutes … as they were taken as being gold negative given the lack of commitment to yield-curve control. The metal however has so far managed to bounce after finding support near the previous high from 2011. In our latest commodity webinar we focused on the developments that have driven gold and silver to these elevated levels while also highlighting the reasons we maintain a bullish outlook. An outlook that hasn’t changed following yesterday’s FOMC minutes. Gold will however, as we have warned this week now face a period of elevated volatility as the market needs to adapt and adjust to these new higher levels. Resistance at $2015 with support in the $1900-$1920 area…
MINERS: The New Growth Stocks
Otavio Costa: On days like today it’s important to remember the level of opportunity still ahead of us. Miners are about to become the new growth stocks of this investment cycle. (See below).
BIG PICTURE…FORGET THE NOISE:
Gold & Silver Mining Stocks Will Definitely Skyrocket
GOLD BULL JUST GETTING STARTED
***ALSO JUST RELEASED: GOLD BULL JUST GETTING STARTED: Despite Pullback, It’s Early Days For The Gold Bull Market, Plus Gold vs Everything CLICK HERE.
***To listen to Gerald Celente discuss his warning of “hell on earth,” plus gold, silver, major markets, and much more click here or on the image below.
Warren Buffett’s Berkshire Hathaway Joins the Gold Rush
Its big stake in Barrick Gold follows Bridgewater Associates, others in betting on a metal whose 2020 price surge exceeds tech-stock-led Nasdaq Composite
https://www.wsj.com/articles/warren-buffetts-berkshire-hathaway-joins-the-gold-rush-11597682998?mod=pls_whats_news_us_business_f
Gold & Silver bulls starting to break out > ^ > ^ > ^
https://www.youtube.com/watch?time_continue=3&v=RDZQoQ61RrY&feature=emb_logo
Gold & Silver bulls starting to break out > ^ > ^ > ^
Gran Colombia Announces CA$14 Million Investment in Caldas Gold to Fund
the Juby Project Acquisition Closing on July 2, 2020
GlobeNewswire GlobeNewswireJune 30, 2020
TORONTO, June 30, 2020 (GLOBE NEWSWIRE) --
Gran Colombia Gold Corp. (TSX: GCM; OTCQX: TPRFF) announced today that
it has acquired 7,000,000 common shares of Caldas Gold Corp.
(“Caldas Gold”) in a non-brokered private placement at a price of
CA$2.00 per share for a total investment of CA$14,000,000
(the “Private Placement”).
The proceeds of the Private Placement will be used by Caldas Gold on
July 2, 2020 to complete the acquisition of South American Resources
Corp. (“SARC”).
SARC has completed the acquisition of certain mining assets in
Northeastern Ontario, including a 100% interest in
the Juby Project and a 25% joint venture interest in certain
claims adjoining the Juby Project.
The common shares acquired by Gran Colombia are subject to a four-month
hold period expiring on October 31, 2020.
The Juby Project is an advanced exploration-stage gold project located
approximately 15 km west-southwest of the town of Gowganda and 100 km
south-southeast of the Timmins gold camp within the Shining Tree area in the southern part of the Abitibi greenstone belt.
Over 14,000 acres are controlled through the patented claims of the
Juby Project covering 10 km strike length on the mineralized trend.
Prior to the completion of Private Placement, Gran Colombia owned,
directly or indirectly, or exercised control or direction over,
37,547,100 common shares and 7,500,000 share purchase warrants of
Caldas Gold (the “Warrants”), with each Warrant entitling
Gran Colombia to acquire one common share of Caldas Gold.
The 37,547,100 common shares represented approximately 74.4% of the
total number of issued and outstanding common shares of Caldas Gold
prior to the Private Placement and if all of the Warrants were
exercised, Gran Colombia would have owned, directly or indirectly, or
exercised control or direction over, 45,047,100 common shares, or
approximately 77.7% of the total number of issued and outstanding
common shares of Caldas Gold on a partially diluted basis
prior to the Private Placement.
After the completion of the Private Placement, Gran Colombia now owns,
directly or indirectly, or exercises control or direction over,
44,547,100 common shares of Caldas Gold, representing approximately
77.5% of the total number of issued and outstanding common shares,
resulting in a 3.1% change to Gran Colombia’s holdings of
common shares of Caldas Gold.
If all of the Warrants were exercised, Gran Colombia would own,
directly or indirectly, or exercise control or direction over,
52,047,100 common shares, or approximately 80.1% of the total number
of issued and outstanding Common Shares, resulting in an increase of
2.4% to Gran Colombia’s holdings of common shares of Caldas Gold on a
partially diluted basis after the completion of the Private Placement.
In connection with the acquisition of SARC, Caldas Gold will issue
20,000,000 common shares (the “Consideration Shares”) to current
shareholders of SARC and will have funded SARC’s acquisition of
the Juby Project and adjoining claims.
Certain shareholders of SARC have entered into voluntary lock-up
agreements with Caldas Gold pursuant to which such security holders,
holding approximately 87% of the Consideration Shares, have agreed to
voluntarily lock-up their Consideration Shares for a period of two
years from the closing date of the Transaction.
No insiders of Caldas Gold or Gran Colombia will receive any of the
Consideration Shares.
Following the acquisition of SARC, Gran Colombia will have a 57.5%
equity interest in the issued and outstanding shares of Caldas Gold.
About Gran Colombia Gold Corp.
Gran Colombia is a Canadian-based mid-tier gold producer with its
primary focus in Colombia where it is currently the largest underground
gold and silver producer with several mines in operation at its high-
grade Segovia Operations.
Gran Colombia owns approximately 77% of Caldas Gold Corp., a Canadian
mining company currently advancing a pre-feasibility study for a major
expansion and modernization of its underground mining operations at its
Marmato Project in Colombia.
Gran Colombia’s project pipeline includes its Zancudo Project in
Colombia together with an approximately 21% equity interest in
Gold X Mining Corp. (GLDX.V) (Guyana – Toroparu) and an approximately
20% equity interest in Western Atlas Resources Inc. (“Western Atlas”)
(WA.V) (Nunavut – Meadowbank).
Additional information on Gran Colombia can be found on its website at
http://www.grancolombiagold.com and by reviewing its profile on SEDAR
at www.sedar.com.
https://ca.finance.yahoo.com/news/gran-colombia-announces-ca-14-230710882.html
CEO Clip: Serafino Iacono | CaldasGold | Building Colombia's Next Major Gold Mine -
12,505 views•Apr 7, 2020
Caldas Gold Corp. Completes Reverse Takeover Transaction With Caldas Finance Corp.
ALLXF | February 25, 2020
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
TORONTO, Feb. 25, 2020 /CNW/ - Caldas Gold Corp. (the "Company" or "Caldas Gold") (formerly Bluenose Gold Corp. ("Bluenose")) is pleased to announce the completion of its previously announced reverse takeover transaction (the "Transaction") with Caldas Finance Corp. ("Caldas Finance"), an indirect wholly-owned subsidiary of Gran Colombia Gold Corp. ("Gran Colombia") (TSX:GCM, OTCQX: TPRFF), pursuant to which the Company acquired certain mining assets (the "Mining Assets") at Gran Colombia's Marmato Project located in the Department of Caldas, Colombia.
https://stockhouse.com/news/press-releases/2020/02/25/caldas-gold-corp-completes-reverse-takeover-transaction-with-caldas-finance
The Mining Assets principally comprise the existing producing underground gold mine (including the right to mine in the lower portion of the Echandia license area), the existing 1,200 tonnes per day processing plant and the area encompassing the Deeps mineralization, all located within the mining license area referred to as Zona Baja. Gran Colombia has reported that the existing underground mine at Marmato produced 25,750 ounces of gold in 2019, representing a 3% increase over 2018. The Mining Assets have excellent infrastructure, being located by the Pan American Highway with access to Medellin to the north and Manizales to the south and have access to the national electricity grid which runs near the property. On February 3, 2020, Gran Colombia announced additional higher-grade gold intercepts over broad widths from the final eight diamond drill holes (3,744 meters) drilled in the Marmato Deeps Zone completing the 2019 Phase 2 infill drilling program.
The Transaction
The Company acquired the Mining Assets by way of purchase from Caldas Holding Corp. ("Caldas Holding"), a wholly-owned subsidiary of Gran Colombia, of all of the issued and outstanding shares of Caldas Finance, which holds all of the issued and outstanding shares of Caldas Gold Colombia Inc. (formerly Medoro Resources Colombia Inc.) ("Marmato Panama"). Marmato Panama holds all of the issued and outstanding shares of Gran Colombia Gold Marmato S.A.S., which, in turn, holds all of the Mining Assets. The Mining Assets were acquired by Caldas Gold for CA$57,500,200 which was satisfied by the issuance by the Company to Caldas Holding of an aggregate of 28,750,100 common shares in the capital of Caldas Gold (the "Resulting Issuer Shares") having a deemed price of CA$2.00 per Resulting Issuer Share.
In connection with the Transaction, Bluenose and its wholly-owned subsidiary ("BN Subco") entered into an amalgamation agreement with Gran Colombia, Caldas Finance and Caldas Holding dated effective December 13, 2019 (the "Amalgamation Agreement"). A copy of the Amalgamation Agreement is available on the Company's SEDAR profile at www.sedar.com.
A summary of material changes resulting from the Transaction are provided herein. For further information, readers are referred to the filing statement of Bluenose dated February 19, 2020 (the "Filing Statement") which was prepared in accordance with the requirements of the TSX Venture Exchange (the "TSXV") and filed under Caldas Gold's SEDAR profile at www.sedar.com. Included as Schedule G to the Filing Statement is a summary of the National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") technical report and Preliminary Economic Assessment on the Marmato Project prepared pursuant to NI 43-101, focused on the Zona Baja mining operations, effective July 31, 2019, prepared by SRK Consulting (U.S.), Inc. (the "Technical Report"). The full version of the Technical Report is also available on the Company's SEDAR profile at www.sedar.com.
Concurrent Financings
On December 19, 2019, Caldas Finance completed the previously announced private placement offering of subscription receipts (each, a "Subscription Receipt") issuing an aggregate of 3,292,500 Subscription Receipts at a price of CA$2.00 per Subscription Receipt for gross proceeds of CA$6,585,000 (the "Brokered Offering"). Each Subscription Receipt entitled the holder thereof to receive, upon satisfaction of certain escrow release conditions (the "Escrow Release Conditions"), and without payment of additional consideration therefor, one common share in the capital of Caldas Finance (each, a "Caldas Finance Share") and one Caldas Finance Share purchase warrant (each, a "Caldas Finance Warrant"). Immediately upon closing the Transaction, and in accordance with the Amalgamation Agreement, the Caldas Finance Shares and Caldas Finance Warrants underlying the Subscription Receipts were automatically exchanged for Resulting Issuer Shares and Resulting Issuer Share purchase warrants (the "Resulting Issuer Warrants"), respectively. Each Resulting Issuer Warrant is exercisable to acquire one Resulting Issuer Share until December 19, 2024 at a price of CA$3.00 per Resulting Issuer Share, subject to standard adjustment provisions. On closing of the Transaction, the net proceeds from the Brokered Offering, less certain amounts owing to the Agents (as defined and discussed further below) and Odyssey Trust Company, which had previously been placed into escrow, were released to Caldas Gold.
The brokered portion of the Brokered Offering was completed by a syndicate, led by Scotiabank, as sole bookrunner, and including Red Cloud Securities (together, the "Agents"). Pursuant to the Brokered Offering, the Agents were entitled to receive a cash fee equal to CA$251,100, 50% of which was paid on closing of the Brokered Offering with the remaining 50% placed into escrow pending satisfaction of the Escrow Release Conditions and which was subsequently released to the Agents in connection with the closing of the Transaction. The Agents also received an aggregate of 125,550 non-transferable broker warrants (the "Broker Warrants") on closing of the Brokered Offering. Upon completion of the Transaction, each Broker Warrant was exchanged for non-transferrable broker warrants of Caldas Gold (the "Resulting Issuer Broker Warrants") exercisable to purchase units of Caldas Gold (each, a "Resulting Issuer Broker Unit") at a purchase price of CA$2.00 until December 19, 2022. Each Resulting Issuer Broker Unit comprises one Resulting Issuer Share and one Resulting Issuer Warrant, with each Resulting Issuer Warrant being exercisable for one additional Resulting Issuer Share at an exercise price of CA$3.00 until December 19, 2024.
On February 7, 2020, Caldas Finance also completed its previously announced non-brokered private placement offering of units (each, a "Unit"), with each Unit comprised of one Caldas Finance Share and one Caldas Finance Warrant, whereby Gran Colombia, through Caldas Holding, subscribed for an aggregate of 7,500,000 Units at a price of CA$2.00 per Unit for gross proceeds of CA$15,000,000 (the "Non-Brokered Offering").
The net proceeds of the Brokered Offering and the Non-Brokered Offering are expected to be used by Caldas Gold to fund technical work at the Marmato Project, including the preparation of a prefeasibility study, and further exploration drilling, as well as for general corporate purposes.
Name Change, Consolidation and Amalgamation
Immediately prior to the closing of the Transaction, Bluenose consolidated its common shares on a ten-for-one basis and changed its name to "Caldas Gold Corp." In accordance with the Amalgamation Agreement, Caldas Finance subsequently amalgamated with BN Subco, with the amalgamated company continuing as a wholly-owned subsidiary of Caldas Gold.
Consolidated Capitalization
Pursuant to the Transaction, the former shareholders of Caldas Finance, which, for greater certainty, include Caldas Holding, the sole subscriber in the Non-Brokered Offering, received one Resulting Issuer Share for each outstanding Caldas Finance Share and one Resulting Issuer Warrant for each outstanding Caldas Finance Warrant. Each Resulting Issuer Warrant is exercisable to acquire one additional Resulting Issuer Share, subject to standard adjustment provisions, at a price of CA$3.00 per Resulting Issuer Share until December 19, 2024. In connection with the closing of the Transaction, Caldas Gold, Caldas Finance and Odyssey entered into a supplemental indenture to the warrant indenture dated February 24, 2020 governing the Resulting Issuer Warrants.
After giving effect to the Transaction, there are: (i) 50,495,440 Resulting Issuer Shares issued and outstanding (on a non-diluted basis); (ii) 10,792,500 Resulting Issuer Warrants outstanding; (iii) 330,000 options to purchase Resulting Issuer Shares outstanding; and (iv) 125,550 Resulting Issuer Broker Warrants outstanding.
Escrowed Securities
In connection with the closing of the Transaction, an aggregate of 36,640,100 Resulting Issuer Shares held by "principals" of the Company were placed into escrow pursuant to a value security escrow agreement whereby 25% of such escrowed shares were released from escrow upon the completion of the Transaction (the "Initial Release") and an additional 25% will be released on the dates that are 6, 12 and 18 months following the Initial Release.
Certain shareholders of Bluenose also entered into voluntary lock-up agreements in respect of the common shares of Bluenose (the "Bluenose Shares") held by such shareholders pursuant to which an aggregate of 5,780,500 Resulting Issuer Shares (on a post-Bluenose Shares consolidation basis) were locked up commencing on the closing date of the Transaction and ending on January 31, 2022 (unless otherwise accelerated by the board of directors of Caldas Gold).
Directors and Officers of Caldas Gold
In connection with the Transaction, the following individuals were appointed to serve as members of the board of directors of Caldas Gold: Serafino Iacono, Lombardo Paredes Arenas, Hernan Juan Jose Martinez Torres, Robert Doyle and Miguel de la Campa, each of whom has extensive public company and industry specific experience. Serafino Iacono will serve as interim Chief Executive Officer, Michael Davies will serve as Chief Financial Officer and Amanda Fullerton will serve as Corporate Secretary of Caldas Gold. Each of these three individuals will enter into a non-competition and non-disclosure agreement with the Company acknowledging their concurrent roles with both Gran Colombia and Caldas Gold.
Serafino Iacono, Director and Interim Chief Executive Officer
Mr. Iacono has been Executive Chairman of Gran Colombia since March 27, 2019 and prior to that was Executive Co-Chairman of the board of directors of Gran Colombia from August 20, 2010. He was the co-Chairman of the board of directors of Pacific Exploration & Production Corporation from January 23, 2008 to November 2, 2016 and the interim Chief Executive Officer and President of Medoro Resources Ltd. from September 2010 to June 10, 2011. He is the Chairman of Western Atlas Resources Inc.
Michael Davies, Chief Financial Officer
Mr. Davies has been the Chief Financial Officer of Gran Colombia since August 20, 2010. Mr. Davies is a Chartered Accountant (Ontario) and has a Bachelor of Commerce degree from the University of Toronto. Over the last more than twenty years he has gained extensive international and public company experience in financial management, strategic planning and external reporting. Mr. Davies was the Chief Financial Officer of PetroMagdalena Energy Corp. from July 13, 2009 to July 27, 2012. His diverse background also includes senior finance roles with several public companies, including LAC Minerals, IMAX Corporation, Century II Holdings, Energentia Resources, Pamour Inc. and Giant Yellowknife Mines.
Amanda Fullerton, Corporate Secretary
Ms. Fullerton has been the Vice-President, Legal & Assistant Secretary of Gran Colombia since March 25, 2019. She was a Vice President, Legal (and prior thereto, Associate, Legal) of Macquarie Capital Markets Canada Ltd. from March 24, 2014 to March 22, 2019. Prior thereto, Ms. Fullerton was an associate with Fasken Martineau DuMoulin LLP from September 2008 to March 2011 and Macleod Dixon LLP (now Norton Rose Fulbright LLP) from March 2011 to March 2014 and practiced in the areas of corporate finance, mergers and acquisitions and corporate/commercial law focused primarily on the mining industry.
Lombardo Paredes Arenas, Director
Mr. Paredes has been the Chief Executive Officer of Gran Colombia since February 1, 2014. Prior to joining Gran Colombia, he worked as an Independent Consultant from 2005 until January 2014. Mr. Paredes also held a number of positions at Petróleos de Venezuela and its affiliates from 1975 to 1998.
Hernan Juan Jose Martinez Torres, Director
Mr. Martinez has been the Executive Chairman and a director of Caribbean Resources Corporation since September 4, 2012 and served as a director of Pacific Exploration & Production Corporation from 2011 to November 2016. Mr. Martinez served as Minister of Mines (Colombia) from July 2006 to August 2010, President of Atunec S.A. from August 2002 to July 2006 and held a number of positions at Exxon Mobil Colombia S.A. from 1964 to 2002. Mr. Martinez has been a director of Gran Colombia since June 10, 2011.
Robert Doyle, Director
Mr. Doyle has over 40 years of experience in all facets of international resource exploration, development and production. Mr. Doyle is a director of Golden Star Resources Ltd. and Mandalay Resources Corporation. He was Chief Executive Officer of Medoro Resources Limited until October 2009 and was the Executive Vice President prior to that. Previously, Mr. Doyle was the Chief Financial Officer of a number of companies including Pacific Stratus Energy Corp., Coalcorp Mining Inc., Bolivar Gold Corp., HMZ Metals Inc., Lac Minerals and Falconbridge Limited. In addition, he was previously a gold market analyst at RBC Capital Markets and Credit Suisse First Boston. Mr. Doyle holds CPA, CA and C.Dir designations and graduated with an HBA in Business Administration from the Ivey School of Business, University of Western Ontario.
Miguel de la Campa, Director
Mr. de la Campa has been the Vice Chairman of the board of directors of Gran Colombia since March 27, 2019 and previously was the Executive Co-Chairman of the board of directors of Gran Colombia from August 20, 2010. Mr. de la Campa also was the Co-Chairman of the board of Pacific Exploration & Production Corporation from January 23, 2008 to November 2, 2016. Previously, Mr. de la Campa was the President and co-founder of Bolivar Gold Corp., a director of Petromagdalena Energy Corp. and a co-founder of Pacific Stratus Energy Corp.
TSXV Approval and Resumption of Trading
Trading in the Bluenose Shares was previously halted on October 4, 2019 at the request of Bluenose in connection with the announcement of the Transaction. The Transaction remains subject to final approval by the TSXV and fulfillment of all of the requirements of the TSXV in order to obtain such approval including, among other things, submission and acceptance of all documents requested by the TSXV in its conditional acceptance letter and payment of all outstanding fees to the TSXV. Until final approval of the TSXV is obtained and a Final Exchange Bulletin is issued, trading in the Resulting Issuer Shares will remain halted; however, it is expected that trading will resume on February 28, 2020. Upon resumption of trading, the Resulting Issuer Shares will trade under the symbol "CGC" and Caldas Gold will be listed as a Tier 1 Mining Issuer.
Early Warning
Mr. Brian Paes-Braga acquired 250,000 Common Shares and 250,000 Warrants of the Company pursuant to the Transaction. However, as a result of dilution from the Transaction, Mr. Paes-Braga is no longer deemed a 10% holder and will not be required to complete any further early warning filings. Mr. Paes-Braga and Quiet Cove Foundation (a charitable organization controlled by Mr. Paes-Braga) (together, the "Holders") own and/or control, in aggregate, directly or indirectly 1,660,000 common shares, 250,000 warrants and 35,000 options of the Company, representing 3.29% of the issued and outstanding common shares of the Company on completion of the Transaction, and would own 1,945,000 common shares of the Company representing 3.83% on a partially diluted basis.
Through completion of the Non-Brokered Offering and the Transaction, Gran Colombia has acquired an aggregate of 36,250,100 Resulting Issuer Shares and 7,500,000 Resulting Issuer Warrants. With the Resulting Issuer Shares controlled by Gran Colombia representing approximately 71.8% of the outstanding Resulting Issuer Shares, Gran Colombia is a "control person" of Caldas Gold. Assuming exercise of the Resulting Issuer Warrants, Gran Colombia would have control and direction over 43,750,100 Resulting Issuer Shares representing approximately 75.4% of the then outstanding Resulting Issuer Shares, after giving effect to the exercise of Gran Colombia's warrants but assuming no exercise of any other outstanding warrants or options of Caldas Gold. Prior to the Transaction, Gran Colombia did not hold any securities of Bluenose. The shares acquired by Gran Colombia are presently being held only for investment purposes. Gran Colombia may from time to time in the future increase or decrease its ownership, control or direction over securities of Caldas Gold, through market transactions, private agreements or otherwise.
Gran Colombia has filed an early warning report (the "Early Warning Report") pursuant to applicable securities laws in connection with the completion of the Transaction. A copy of the Early Warning Report to which this press release relates will be available under Caldas Gold's profile on SEDAR at www.sedar.com.
About Caldas Gold Corp.
Caldas Gold is a Canadian mining company currently advancing a prefeasibility study for a major expansion and modernization of its underground mining operations at its Marmato Project in the Department of Caldas, Colombia with mineral resources of 2.0 million ounces of gold in the Measured and Indicated categories and 3.3 million ounces in the Inferred category. A Preliminary Economic Assessment study (Preliminary Economic Assessment Report, Marmato Project, Colombia, dated February 6, 2020 completed by SRK Consulting (U.S.), Inc.,) is available on the Company's SEDAR profile at www.sedar.com.
The head office of Caldas Gold is located at 401 Bay Street, Suite 2400, PO Box 15, Toronto, Ontario M5H 2Y4.
Additional information on Caldas Gold can be found by reviewing its profile on SEDAR at www.sedar.com.
Qualified Persons
The "qualified persons" for the purposes of NI 43-101 include Ben Parsons, MSc, MAusIMM (CP) – Principal Consultant (Resource Geologist); Cristian Pereira Farias, SME-RM – Senior Consultant (Hydrogeologist); David Bird, PG, SME-RM – Associate Principal Consultant (Geochemistry); David Hoekstra, Bs, PE, NCEES, SME-RM – Principal Consultant (Water Resource Engineering); Eric Olin, MSc, Metallurgy, MBA, SME-RM, MAusIMM – Principal Consultant (Metallurgy); Fernando Rodrigues, BS Mining, MBA, MAusIMM, MMSAQP – Principal Consultant (Mining Engineer); Jeff Osborn, BEng, Mining, MMSAQP – Principal Consultant (Mining Engineer); Joanna Poeck, BEng Mining, SME-RM, MMSAQP – Principal Consultant (Mining Engineer); John Tinucci, PhD, PE, ISRM – Principal Consultant (Geotechnical Engineer); Mark Allan Willow, MSc, CEM, SME-RM – Principal Consultant (Environmental); and Joshua Sames, BSc Civil, PE – Senior Consultant (Civil Engineering). Such qualified persons have prepared or reviewed the preparation of the scientific and technical information included in this news release.
Cautionary Statements and Disclaimer
This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to anticipated business plans or strategies of Caldas Gold and the listing of the Resulting Issuer Shares on the TSXV. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Caldas Gold to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption "Risk Factors" in the Filing Statement dated as of February 19, 2020 which is available for view on SEDAR at www.sedar.com. Forward-looking statements contained herein are made as of the date of this press release and Caldas Gold disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE Caldas Gold Corp.
View original content: http://www.newswire.ca/en/releases/archive/February2020/25/c0022.html
Mike Davies, Chief Financial Officer, (416) 360-4653, investorrelations@grancolombiagold.comCopyright CNW Group 2020
Canada Newswire
February 25, 2020 - 4:18 PM PST
Tags:
INDUSTRIAL METALS & MINERALS
Bluenose Gold Corp. changed to Caldas Gold Corp. and a one for 10 reverse split:
https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes
ALLXF: effective Nov. 2,2018 a 2 for 3 reverse split:
http://otce.finra.org/DLSymbolNameChanges
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