Aris Mining Corp (ARIS)

[NYBob]

Independent Proxy Advisory Firms ISS and Glass Lewis Recommend
Shareholders Vote for the Proposed Combination of GCM Mining and Aris Gold
September 8, 2022

https://www.gcm-mining.com/news-and-investors/press-releases/press-releases-details/2022/Independent-Proxy-Advisory-Firms-ISS-and-Glass-Lewis-Recommend-Shareholders-Vote-for-the-Proposed-Combination-of-GCM-Mining-and-Aris-Gold/default.aspx

TORONTO, Sept. 08, 2022 (GLOBE NEWSWIRE) --

GCM Mining Corp. (“GCM Mining” or the “Company”) (TSX: GCM, OTCQX:
TPRFF) announced today that the Company has received positive
recommendations from both Institutional Shareholder Services (“ISS”) and Glass
Lewis & Co., LLC (“Glass Lewis”) in support of the proposed plan of arrangement
of GCM Mining and Aris Gold Corporation (“Aris Gold”) announced on July 25,
2022.

ISS and Glass Lewis are leading independent, third-party proxy advisory firms who provide proxy voting recommendations to pension funds, investment managers, mutual funds, and other institutional shareholders.

In making their recommendation, ISS commented:

“The transaction makes strategic sense as the arrangement will create a combined company with a balanced portfolio of operating and development assets with increased scale and diversification, significant free cash flow to unlock shareholder value, and involves potential cost reduction synergies of approximately $10 million per year. In addition, the at-market-value merger is expected to provide the combined company with an opportunity to re-rate its share price, improved balance sheet and enhanced capital markets profile. In light of the reasonable strategic rationale and streamlined corporate structure with direct realizable synergies, shareholder approval of this resolution is warranted.”

Glass Lewis commented:

“In conclusion, we find the proposed arrangement both strategically and financially compelling, structured in a reasonable manner for GCM shareholders. The board appears to have formed a reasonable basis in determining that the acquisition of Aris Gold represents the best path forward to enhance shareholder value. The combined company will have complementary assets, enhanced financial and operational scale, a seasoned management team and board, and various opportunities to realize incremental value for shareholders. In sum, we believe shareholders are likely to realize greater value following the transaction than would otherwise be delivered under the Company's status quo. Moreover, having reviewed the terms of the transaction, we believe the all-stock merger consideration represents a reasonable and fair price for GCM to pay, considering the complementary nature of the assets and the prevailing market and transaction valuations recently observed in the gold mining industry. Therefore, we believe the proposed transaction represents an appropriate use of the Company's equity capital, given the value-creation opportunity presented by the transaction. Based on these factors, along with the support of the board, we believe the proposed share issuance for the acquisition is in the best interests of shareholders.“

The GCM Mining shareholder meeting will be held virtually via live audio webcast at
https://virtual-meetings.tsxtrust.com/1397
on September 19, 2022 at 8am PDT/11am EDT. GCM Mining shareholders
requiring assistance may contact GCM Mining’s proxy solicitation agent, Morrow
Sodali (Canada) Ltd., as follows:

Toll-free North America: 1-888-999-1787
Collect outside of North America: 1-289-695-3075
E-mail: [e-mail]

About GCM Mining
GCM Mining is a mid-tier gold producer with a proven track record of mine building and operating in Latin America. In Colombia, the Company is the leading high-grade underground gold and silver producer with several mines in operation at its Segovia Operations. Segovia produced 206,389 ounces of gold in 2021. In Guyana, the Company is advancing its fully funded Toroparu Project, one of the largest undeveloped gold/copper projects in the Americas, which is expected to commence production of more than 200,000 ounces of gold annually in 2024. GCM Mining has equity interests in Aris Gold Corporation (~44%; TSX: ARIS; Colombia – Marmato, Soto Norte; Canada - Juby), Denarius Metals Corp. (~32%; TSX-V: DSLV; Spain – Lomero-Poyatos and Colombia – Guia Antigua, Zancudo) and Western Atlas Resources Inc. (~26%; TSX-V: WA: Nunavut – Meadowbank).

Additional information on GCM Mining can be found on its website at
http://www.gcm-mining.com
and by reviewing its profile on SEDAR at www.sedar.com.

Cautionary Statement on Forward-Looking Information:

This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to the transaction, the proposed plan of arrangement and GCM Mining’s shareholder meeting, and other anticipated business plans or strategies.

https://www.gcm-mining.com/news-and-investors/press-releases/press-releases-details/2022/Independent-Proxy-Advisory-Firms-ISS-and-Glass-Lewis-Recommend-Shareholders-Vote-for-the-Proposed-Combination-of-GCM-Mining-and-Aris-Gold/default.aspx