Caldas Gold Completes Exercise of Special Warrants; Announces Listing of New Warrants; Jeffrey Couch Appointed as Director
29 9월 2020 - 8:00PM
Further to its news release dated September 21, 2020, Caldas Gold
Corp. (TSX-V: CGC) (OTCQX: ALLXF) is pleased to announce that, in
connection with its previously completed bought deal private
placement offering of special warrants (“Special Warrants”), an
aggregate of 22,222,222 Special Warrants were automatically
exercised as of 5:00 p.m. (EST) on September 28, 2020 resulting in
the issuance of 22,222,222 common shares and 22,222,222 common
share purchase warrants (“Warrants”) to holders of the Special
Warrants.
The Warrants will begin trading on the TSX
Venture Exchange (“TSX-V”) as of market open on Wednesday,
September 30, 2020 under the symbol “CGC.WT”. For further details
regarding the Warrants, please see the news release of the Company
dated July 29, 2020 available on the Company’s website at
www.caldasgold.ca or under the Company’s SEDAR profile at
www.sedar.com.
Updated Capitalization of the
Company
As of September 28, 2020, the Company now has
the following securities issued and outstanding:
Securities |
TSX-V Symbol |
Number |
CommonShares Issuable |
Exercise price per
CommonShare |
Expiry or MaturityDate |
|
|
|
|
|
|
Common Shares |
CGC |
99,767,662 |
|
|
|
|
|
|
|
|
|
Stock
options |
|
255,000 |
255,000 |
CA$2.10 |
February
25, 2021 |
|
|
4,550,000 |
4,550,000 |
CA$2.00 |
March 1,
2025 |
|
|
160,000 |
160,000 |
CA$2.50 |
June 26,
2025 |
|
|
200,000 |
200,000 |
CA$2.73 |
September
17, 2022 |
|
|
5,165,000 |
5,165,000 |
|
|
Warrants |
Unlisted |
10,792,500 |
10,792,500 |
CA$3.00 |
December 19, 2024 |
Warrants |
Unlisted
(1) |
22,222,222 |
22,222,222 |
CA$2.75 |
July 29,
2025 (2) |
Broker
Warrants |
Unlisted |
125,550 |
125,550 |
CA$2.00 |
December
19, 2022 |
|
|
|
125,550 |
CA$3.00 |
December 19, 2024 |
Subscription Receipts (3) |
Unlisted |
83,066 |
|
|
|
Notes:
(1) |
|
The Warrants will begin trading on the TSX-V on September 30, 2020
under the symbol "CGC.WT". |
(2) |
|
The Company may accelerate the expiry date of the Warrants
after July 29, 2023 in the event that the closing price of the
common shares on the TSX-V (or such other exchange on which the
common shares may principally trade at such time) is greater than
CA$2.75 per share for a period of 20 consecutive trading days, by
giving notice to the holders of Warrants of the acceleration of the
expiry date and issuing a concurrent press release announcing same
and, in such case, the Warrants will expire on the 30th day
following the date on which such notice is given and press release
issued. |
(3) |
|
The subscription receipts of the Company (“Subscription
Receipts”) were issued on August 26, 2020 pursuant to a fully
marketed private placement offering at a price of US$1,000 per
Subscription Receipt. Upon the satisfaction of certain escrow
release conditions contained in the subscription receipt agreement
entered into by the Company, each Subscription Receipt shall
convert and entitle the holder thereof to receive one unit of the
Company (a “Unit”), with each Unit comprising one senior secured
gold-linked note in a principal amount of US$1,000 (US$83,066,000
aggregate principal amount) and 200 Warrants (16,613,200 Warrants
in the aggregate). Each Warrant will entitle the holder thereof to
acquire one common share at a price of CA$2.75 per share until July
29, 2025. The Company has received conditional approval from the
TSX-V to list such additional Warrants when issued upon conversion
of the Subscription Receipts, which will be listed on the TSX-V
under the symbol “CGC.WT” and will be subject to the same
accelerated expiry provision as described in note (2) above. |
Appointment of New Director
The Company is also pleased to announce the
appointment of Jeffrey Couch to the board of directors of the
Company. Jeffrey is a financial services executive with extensive
experience in the natural resources sector, having advised and
raised capital for clients globally, with a particular focus on
emerging markets. Currently Jeffrey is working with Orion Resource
Partners, a mining-focused private equity firm with over US$6
billion under management. Jeffrey has worked with several financial
services firms in Europe, including being Head of Investment
Banking Europe for BMO Capital Markets (Bank of Montreal), and has
also had senior investment banking roles with Credit Suisse Europe
and Citigroup (Solomon Brothers). Jeffrey also has public board
experience on both the Toronto Stock Exchange and the London Stock
Exchange. He holds both an undergraduate business degree and a law
degree.
About Caldas Gold
Caldas Gold is a Canadian junior mining company
currently advancing a major expansion and modernization of its
underground mining operations at its Marmato Project in the
Department of Caldas, Colombia. Caldas Gold also owns 100% of the
Juby Project, an advanced exploration-stage gold project located
within the Shining Tree area in the southern part of the Abitibi
greenstone belt about 100 km south-southeast of the Timmins gold
camp.
Additional information on Caldas Gold can be
found on its website at www.caldasgold.ca and by reviewing its
profile on SEDAR at www.sedar.com.
Forward-Looking Information
This news release contains "forward-looking
information" within the meaning of applicable Canadian securities
legislation concerning the business, operations and financial
performance of Caldas Gold. Forward-looking statements in this news
release, which are all statements other than statements of
historical fact, include, but are not limited to, the expected
timing for trading of the Warrants and the listing of the
additional Warrants underlying the Subscription Receipts on the
TSX-V. 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 include: risks associated with receiving
final regulatory and other approvals or consents, and the other
risk factors as described under the caption "Risk Factors" in the
Company's annual information form dated August 17, 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.
For Further Information,
Contact:
Mike Davies Chief Financial Officer (416) 360-4653
investorrelations@caldasgold.ca
This announcement does not constitute an offer
of securities for sale in the United States, nor may any securities
referred to herein be offered or sold in the United States absent
registration or an exemption from registration as provided in the
U.S. Securities Act of 1933 as amended (the “Securities Act”) and
the rules and regulations thereunder. The securities referred to
herein have not been registered pursuant to the Securities Act and
there is no intention to register any of the securities in the
United States or to conduct a public offering of securities in the
United States.
Neither the TSX-V nor its Regulation Services
Provider (as that term is defined in the policies of the TSX-V)
accepts responsibility for the adequacy or accuracy of this
release.
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