Aris Mining Corp (ARMN)

[NYBob]

$Gran Colombia and Gold X Execute Arrangement Agreement for the
Creation of a Mid-Tier Latin American-Focused Gold Producer
March 15, 2021
TORONTO, March 15, 2021 (GLOBE NEWSWIRE) --

$Gran Colombia Gold Corp. (TSX: GCM; OTCQX: TPRFF) (“Gran Colombia”) and
Gold X Mining Corp. (TSXV: GLDX) (“Gold X”) are pleased to announce
that they have entered into a definitive arrangement agreement (the
“Agreement”) pursuant to which Gran Colombia will acquire all of the
issued and outstanding common shares of Gold X (the “Gold X Shares”)
not already owned by Gran Colombia by way of a statutory plan of
arrangement (the “Arrangement”) under the Business Corporations Act
(British Columbia).

Gran Colombia currently owns 9,571,158 shares of Gold X, or
approximately 18% of the Gold X Shares outstanding.

Under the terms of the Agreement, all of the issued and outstanding
Gold X Shares will be acquired by Gran Colombia in exchange for
Gran Colombia common shares (the “Gran Colombia Shares”)
on the basis of 0.6948 of a Gran Colombia Share for each
Gold X Share (the “Exchange Ratio”).

The Exchange Ratio implies consideration of CA$4.10 per Gold X Share
based on the 20-day volume weighted average price of
the Gran Colombia Shares on the Toronto Stock Exchange as of
the market close on March 12, 2021 (the “Value Date”) for total
consideration of approximately CA$315 million on a 100% and fully
diluted in-the-money basis.

The Exchange Ratio represents a premium of 39% based on the closing
price of the Gold X Shares on the TSX Venture Exchange (the “TSXV”)
on the Value Date and a 44% premium based on the 20-day volume
weighted average price of the Gold X Shares ending on the Value Date.

$Transaction Highlights

Creation of a New, Latin American-Focused Growth Platform –
the combined company will consist of a complementary asset portfolio
including the world-class, free cash flow generating
Segovia Operations located in Colombia, as well as the large,
high-growth and substantially de-risked
Toroparu Gold Project in Guyana that boasts 4.5 million ounces of
LOM gold production over a 24-year mine life.

Latin American Operating & Mine Building Expertise –
unlocking the value of
the Toroparu Gold Project through development and achieving
production will be supported by
Gran Colombia’s proven track-record of mine building and
operating in Latin America.

Significant Resource Growth & Exploration Potential –
significant potential to grow mineable ounces from
24 largely untested, highly prospective veins in close proximity to
the Segovia Operations, as well as delineate additional
large gold deposits and discover high-priority targets within
the 538 km2 Toroparu Gold Project land package,
which predominately remains unexplored.

Enhanced Balance Sheet & Access to Capital –
the combined company will have approximately US$100 million in cash,
greater access to equity and debt capital markets, financing support
from Wheaton Precious Metals as well as robust free cash flow from
Gran Colombia’s Segovia Operations.

Enhanced Capital Markets Profile –
combining Gran Colombia and Gold X has the potential to result in
increased critical mass for further consolidation,
improved trading liquidity and attracting
greater support from institutional investors.

Serafino Iacono, Executive Chairman of Gran Colombia, commented:
“We are pleased to present this arrangement to the shareholders of
Gran Colombia and Gold X. Creating long-term value for our shareholders
is at the core of our strategy.
The contemplated acquisition will provide Gran Colombia with an
opportunity to add a large-scale, long-life Latin American gold
development project to its portfolio.
When this transaction is consummated,
the Toroparu Gold Project will join our
Segovia Operations as cornerstones of our long-term growth strategy.”

Paul Matysek, Chief Executive Officer & Director of Gold X, stated:
"Gold X has delivered on its commitment to maximize value for its
shareholders through its disciplined approach to risk mitigation,
exploration and project development.
This transaction provides Gold X shareholders with an immediate and
significant upfront premium, exposure to an established
Latin American gold producer and re-rating potential.

With a strong operating history, solid balance sheet and track-record
of developing assets within the Guiana Shield,
we believe that Gran Colombia is an ideal partner to bring
Toroparu into production.”

Benefits to Gran Colombia Shareholders

Adds a large, substantially de-risked growth project to
Gran Colombia’s portfolio
7.35 million gold ounces added to
Gran Colombia’s Measured and
Indicated mineral resource profile
Significant potential to upgrade inferred resources into mineable
ounces
Exploration and incremental resource growth within a highly prospective
538 km2 land package

Geographic and asset diversification
Alignment with Gran Colombia’s geographic, development and operational
competencies
Capital markets re-rating opportunity
Benefits to Gold X Shareholders

Significant premium
(44% based on Gold X’s 20-day VWAP as of March 12, 2021 on the TSXV)

Increased balance sheet strength, access to capital and free cash flow
to fund development
Continued exposure to upside at
the Toroparu Gold Project

Diversified ownership in Gran Colombia’s world-class
Segovia Gold Mine
Access to Gran Colombia’s in-house development and operational
capabilities

Gran Colombia’s monthly dividend
Significant improvement in trading liquidity and greater capital
markets exposure

Transaction Conditions & Timing

Gold X intends to call a meeting of shareholders to be held in
May 2021 to seek shareholder approval for the Arrangement
(the “Gold X Meeting”).

Completion of the Arrangement will require:

approval of at least 66 2/3% of the votes cast by
Gold X shareholders at the Gold X Meeting, and
approval of a simple majority of the votes cast by
Gold X shareholders at the Gold X Meeting,
excluding votes from certain shareholders, including
Gran Colombia, as required under Multilateral Instrument 61-101.

Completion of the Arrangement is also subject to the receipt of court
and stock exchange approvals, the approval of a simple majority of
the shareholders of Gran Colombia to the issuance of the Gran Colombia
Shares and other customary closing conditions for transactions of this
nature. Gran Colombia intends to hold its shareholder meeting on or
around the date of the Gold X Meeting.

The Agreement provides for, among other things, non-solicitation
covenants, with “fiduciary out” provisions that allow
Gold X to consider and accept a superior proposal, subject to a
“right to match period”
in favour of Gran Colombia.

The Agreement also provides for a termination fee of
CA$5.5 million to be paid by
Gold X to Gran Colombia if the Agreement is terminated in certain
specified circumstances and a reverse termination fee of
CA$5.5 million to be paid by
Gran Colombia to Gold X if the Agreement is terminated in certain
specified circumstances.

Gran Colombia and Gold X have also agreed
to a reciprocal expense reimbursement of
CA$1 million payable if the Agreement is terminated in certain
circumstances.

The directors and senior officers of Gold X, holding in aggregate
over 2.5% of the issued and outstanding common shares of
Gold X, have entered into voting support agreements with
Gran Colombia, pursuant to which they have agreed to vote their shares
in favour of the Arrangement.

Together with shares already owned or held by
Gran Colombia, approximately 20.6% of Gold X’s issued and outstanding
shares would be voted in support of the Arrangement at
the Gold X Meeting.

The directors and senior officers of Gran Colombia,
holding in aggregate over 4.3% of the issued and outstanding common
shares of Gran Colombia, have entered into voting support agreements
with Gold X, pursuant to which they have agreed to vote their shares
in favour of the Arrangement at the Gran Colombia shareholder meeting.

The companies are working towards closing the transaction
in late May/ early June 2021.

http://www.grancolombiagold.com/news-and-investors/press-releases/press-release-details/2021/Gran-Colombia-and-Gold-X-Execute-Arrangement-Agreement-for-the-Creation-of-a-Mid-Tier-Latin-American-Focused-Gold-Producer/default.aspx

Board Approval and Recommendation

The special committee of independent directors of
Gold X (the “Special Committee”) has received an opinion from
BMO Capital Markets that, based upon and subject to the limitations,
assumptions and qualifications of and other matters considered in
connection with the preparation of such opinion, the consideration to
be received by Gold X shareholders (other than Gran Colombia) pursuant
to the Arrangement is fair, from a financial point of view, to
the Gold X shareholders (other than Gran Colombia)
(the “Fairness Opinion”).

Following its review and in consideration of, amongst other things,
the Fairness Opinion, the Special Committee has unanimously recommended
that the board of directors of Gold X approve the Arrangement.
The Gold X board (with any interested directors having abstained from
voting), following the receipt and review of recommendations from the
Special Committee, has unanimously approved the Agreement and the
Arrangement and has determined that the Arrangement is fair to
shareholders of Gold X (other than Gran Colombia) and is in the best
interests of Gold X, and recommends to shareholders that they vote in
favour of the Arrangement.

The Agreement has also been unanimously approved by the board of
directors of Gran Colombia.

Additional Information

Full details of the Arrangement are set out in the Agreement, which will
be filed by Gold X under its profile on SEDAR at www.sedar.com.
In addition, further information regarding the Arrangement will be
contained in management information circulars to be prepared in
connection with the shareholder meetings and filed on each company’s
profile on www.sedar.com at the time that each is mailed to shareholders.
All shareholders of each company are urged to read the management
information circular once it becomes available as it will contain
additional important information concerning the Arrangement.

Gran Colombia currently owns 9,571,158 Gold X Shares, representing
approximately 18% of the issued and outstanding Gold X Shares on a non-
diluted basis.
Gran Colombia also holds warrants to acquire up to 4,625,000 additional
Gold X Shares at a weighted average exercise price of CA$2.33
(subject to adjustment in certain events) expiring at various dates
within the next 42 months.
Assuming exercise in full of the warrants,
Gran Colombia would own 14,196,158 Gold X Shares,
representing approximately 25% of the issued and outstanding
Gold X Shares on a partially diluted basis.

If the Arrangement is not consummated for any reason,
Gran Colombia intends to continue to review Gold X’s business affairs,
capital needs and general industry and economic conditions, and, based
on such review, Gran Colombia may, from time to time, depending on
market and other conditions, increase or decrease its ownership,
control or direction over the shares or other securities of
Gold X, through market transactions, private agreements, public
offerings or otherwise, or approve a corporate transaction with regard
to Gold X. A copy of Gran Colombia's related amended early warning
report will be filed with the applicable securities commissions and
will be made available on SEDAR at www.sedar.com.

Advisors and Counsel

Gran Colombia has engaged Canaccord Genuity Corp. as its financial
advisor and Wildeboer Dellelce LLP as its legal advisor in connection
with the transaction.

BMO Capital Markets is acting as financial advisor to
the Gold X Special Committee and Stikeman Elliott LLP is acting as
legal advisor to Gold X and the Special Committee in connection with
the transaction.

$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 44% of
Aris Gold Corporation,
a Canadian mining company currently advancing a major expansion and
modernization of its underground mining operations at its
Marmato Project in Colombia.

Gran Colombia’s project pipeline also includes an approximately
18% equity interest in Gold X Mining Corp. (TSXV: GLDX) (Guyana –
Toroparu),
an approximately
36% equity interest in Denarius Silver Corp. (TSX-V:
DSLV) (Colombia – Guia Antigua and Zancudo) and
an approximately
26% equity interest in
Western Atlas Resources Inc. (TSX-V: WA) (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 .

About Gold X Mining Corp.

Gold X Mining Corp. is a Canadian junior mining company developing
the Toroparu Gold Project in Guyana, South America.
Gold X has spent more than US$150 million on the Project to date to
classify 7.35 million ounces of Measured and Indicated and
3.15 million ounces of Inferred gold resources,
develop engineering studies for use in a feasibility study, and define
a number of exploration targets around
the Toroparu Project on its 53,844 hectare (538 km2) 100% owned
Upper Puruni Concession.
Gold X has 53,032,452 issued and outstanding common shares with more
than 40% of the shares closely held by insiders and
Gold X’s executive management team.

Additional information on Gold X can be found on its website at www.goldxmining.com and by reviewing its profile on SEDAR at www.sedar.com .

Cautionary Statement on Forward-Looking Information:

Certain of the information contained in this news release constitutes ‘forward-looking statements’ within the meaning of securities laws. Such forward-looking statements, including but not limited to statements relating to: the transaction and the proposed Arrangement as proposed to be effected pursuant to the Agreement; the ability of the parties to satisfy the conditions to closing of the Arrangement; the mailing of the management information circular in connection with the Gold X Meeting and Gran Colombia’s shareholder meeting and the anticipated timing thereof; and the anticipated timing and effects of the completion of the Arrangement, involve risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among others, obtaining required shareholder and regulatory approvals, exercise of any termination rights under the Agreement, meeting other conditions in the Agreement, material adverse effects on the business, properties and assets of Gold X, and whether any superior proposal will be made. Although each of Gold X and Gran Colombia has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Neither Gold X nor Gran Colombia undertakes to update any forward-looking statements, except in accordance with applicable securities laws.

The forward-looking statements in this press release involve known and unknown risks, uncertainties and other factors that may cause Gold X’s actual results, performance and achievements to be materially different from the results, performance or achievements expressed or implied therein. Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

None of the securities to be issued pursuant to the transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws, and any securities issuable in the transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Primary Logo

Source: Gran Colombia Gold

$Gran Colombia Gold Corp. (TPRFF) Silver and Gold

http://www.grancolombiagold.com/news-and-investors/events-and-presentations/presentations/default.aspx

$Gran Colombia Gold Corp. (TSX: GCM; OTCQX: TPRFF): One of the Top,
Highest Grade Underground Global Gold Mines, Significant Exploration
Future, Exciting Times Ahead; Mike Davies Interviewed
By Dr. Allen Alper, PhD Economic Geology and Petrology, Columbia
University, NYC, USA
on 2/2/2021

$Gran Colombia Gold Corp. (TSX: GCM; OTCQX: TPRFF)

is currently the largest underground gold and silver producer in Colombia,
with several mines in operation at its high-grade Segovia Operations.

$Segovia is one of the top five, highest-grade, underground global gold
operations, with still a significant exploration future in front of it.

Last year they spun off a Company called
Caldas Gold Corp. (TSX-V: CGC; OTCQX: ALLXF) to advance
Marmato Project.

Another spinoff called
ESV Resources Ltd. (TSX-V: ESV.H)
is aimed to create value through the Zancudo and other projects.



Gran Colombia Gold

http://www.metalsnews.com/Metals+News/MetalsNews/Dr.+Allen+Alper,+PhD+Economic+Geology+and+Petrology,+Columbia+University,+NYC,+USA/FEATURED1340523/Gran+Colombia+Gold+Corp+(TSX+GCM+OTCQX+TPRFF)+One+of+the+Top+Highest+Grade+Underground+Global+Gold+Mines+Signifi.htm

$Gran Colombia Gold Provides Exploration Update for Its Segovia Operations
February 23, 2021


$Announces multiple high-grade gold and silver intercepts from the
initial drill holes at its Vera brownfield target

Plans to drill 60,000 meters at its Segovia Operations in 2021 at an
estimated total cost of approximately US$14 million
TORONTO, Feb. 23, 2021 (GLOBE NEWSWIRE) --


$Gran Colombia Gold Corp. (TSX: GCM, OTCQX: TPRFF) announced today that
the first eight step-out diamond drill holes at
the Vera brownfield target in its Segovia mining title
have resulted in multiple high-grade gold and silver intercepts,
including:

96.68 g/t Au and 423.7 g/t Ag over 0.49 meters on the Lluvias Vein
m(VER-ES-006);

46.54 g/t Au and 365.0 g/t Ag over 0.34 meters on the Lluvias Vein
(VER-ES-005); and

5.48 g/t Au and 212.1 g/t Ag over 0.64 meters on the Lluvias Vein
(VER-ES-003).


The diamond drill holes at Vera, totaling 2,223 meters, were carried out
from surface as part of the Company’s brownfield drilling program which
commenced in October 2020 aimed at testing the down-dip continuity of
the historical Vera mine, a past-producing mine operated by
Frontino Gold Mines Ltd
(“FGM”) from 1940 until 1988.

The Vera vein is one of 24 known veins in the Segovia mining title that
Gran Colombia is not currently mining.

Serafino Iacono, Executive Chairman of Gran Colombia, commented,
“We are very encouraged by these early drilling results at Vera which
provide a clear indication that mineralization is still open at depth.

This is a very exciting time for Gran Colombia, as we continue to
explore our high-grade producing mines and expand our exploration
efforts to include regional brownfield targets.

The exploration team has done an outstanding job over the last several
years as we have continued to replace and replenish our resource base
and reserves at our mines.

Now the team is ready to take on a strategic, expanded brownfield
exploration program, targeting new resources that will utilize our
current infrastructure and capacity, leading to production growth and
mine life extension at Segovia. We are confident that our exploration
campaign will continue to be a key value driver for
Gran Colombia as we move forward.”

Key Highlights of the Vera Drill Program

The Vera brownfield target is located east of
the Sandra K – Cogote Vein System and represents
one of the highest priority targets in the Company’s
brownfield drilling program at Segovia.

Following a 3D geological and structural modelling exercise
incorporating a compilation of old channel sampling and mining data
along with a new detailed geological-structural survey, an initial
diamond drilling program totaling 3,500 meters in twelve holes was
designed for the Vera brownfield target.

This is aimed at testing the down-plunge continuity of
the main orebody mined in the past and the extension of a
potential NE plunging ore-shoot occurring in the southern sector of
the historical mine, currently being mined by artisanal miners under
contract with the Company.

The brownfield drilling program at Vera commenced in early October 2020
with one diamond drill rig operating from two purpose-built surface
drill stations.

Approximately 63% of the total drilling program was completed by
the end of January in the eight drill holes
reported in this press release.

The remaining four drill holes (approximately 1,300 m) will be
completed by the end of March 2021.

Drilling has confirmed a new model for
the Vera vein which was built based on historical drill hole
intercepts, new structural data, chip channel data and fieldwork.

This new model incorporates a post-mineralization NW striking
dextral oblique-reverse fault that dips to the NE.

This was not previously identified by FGM, which interpreted that
there were two sub-parallel quartz veins named
Vera and Lluvias, the latter in the hanging-wall of the Vera vein.

The intersections to date of the current drill program confirm the
presence of the interpreted fault and the relative displacement along
it, and support the model that
the Vera and Lluvias veins are the same vein, with
the Lluvias vein occurring in the upthrown fault block.

Gran Colombia’s drilling program was successful in confirming
the continuity of the high-grade gold and silver mineralization in
the upthrown fault block, below the deepest level of
the historical mine.

The presence of high silver grades at Vera confirms the metal zoning
pattern and polarity that characterize the entire eastern sector of
the Segovia RPP-140 mining title, shown by a reversal of
the Au/Ag ratios from Sandra K to Guia Antigua.

The style of mineralization of the intersections drilled so far is
characterized by narrow veins hosting two main stages of
mineralization.

“Stage 1” is represented by milky quartz and pyrite and
galena forming nests, while

“Stage 2” is characterized by grey quartz and pyrite intergrown with
galena and sphalerite along with minor amounts of
silver sulfosalts (possibly proustite and/or pyrargyrite).

The veins are enveloped by a narrow halo of sericitic alteration.
The table below lists the key intercepts from the Vera drilling
program:

http://www.grancolombiagold.com/news-and-investors/press-releases/press-release-details/2021/Gran-Colombia-Gold-Provides-Exploration-Update-for-Its-Segovia-Operations/default.aspx

http://www.grancolombiagold.com/Home/default.aspx


http://www.grancolombiagold.com/operations-and-projects/colombia/default.aspx

http://www.grancolombiagold.com/news-and-investors/events-and-presentations/events-calendar/default.aspx

http://www.grancolombiagold.com/news-and-investors/Videos/default.aspx


http://www.grancolombiagold.com/news-and-investors/press-releases/press-release-details/2021/Gran-Colombia-Announces-Acquisition-of-Approximately-36-Equity-Interest-in-Denarius-Silver-Corp/default.aspx


http://www.grancolombiagold.com/news-and-investors/market-information/default.aspx#dividends

http://www.grancolombiagold.com/news-and-investors/events-and-presentations/presentations/default.aspx


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