Further to its news release dated November 11, 2020, Caldas Gold
Corp. (TSX-V: CGC; OTCQX: ALLXF) is pleased to announce that, in
connection with its previously completed private placement offering
of subscription receipts (“Subscription Receipts”), an aggregate of
83,066 Subscription Receipts have been converted as of 5:00 p.m.
(EST) on November 18, 2020 resulting in the issuance of 83,066,000
senior secured gold-linked notes in an aggregate principal amount
of US$83,066,000 (the “Notes”) and 16,613,200 common share purchase
warrants (“Warrants”) to holders of the Subscription Receipts.
The Notes will begin trading on the Neo Exchange
Inc. (“NEO”) as of market open on Friday, November 20, 2020 under
the symbol “CGC.NT.U”.
The Warrants will begin trading on the TSX
Venture Exchange (“TSX-V”) as of market open today (November 19,
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.
In connection with the conversion of the
Subscription Receipts and the issuance of the Notes, the Company
will pay an aggregate of USD$1,416,673.56 to holders of Notes on
account of interest owing to such holders of Notes from and
including August 26, 2020 to November 17, 2020.
Updated Capitalization of the
Company
As of November 19, 2020, the Company now has the
following securities issued and outstanding:
Securities |
TSX-V /NEOSymbol |
Number |
CommonSharesIssuable |
Exercise Priceper
CommonShare |
Expiry or MaturityDate |
|
|
|
|
|
|
Common Shares |
CGC |
99,800,162 |
|
|
|
|
|
|
|
|
|
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 |
10,800,000 |
10,800,000 |
CA$3.00 |
December 19, 2024 |
Warrants (1) |
CGC.WT |
38,835,422 |
38,835,422 |
CA$2.75 |
July 29, 2025 (2) |
Broker Warrants |
Unlisted |
118,050 |
118,050 |
CA$2.00 |
December 19, 2022 |
|
|
|
118,050 |
CA$3.00 |
December 19, 2024 |
|
|
|
|
|
|
Notes (3) |
CGC.NT.U |
83,066,000 |
|
|
|
Notes:
(1) 22,222,222 of the
38,835,422 Warrants referenced were listed and began trading on the
TSX-V on September 30, 2020 under the symbol “CGC.WT”. The balance
of the Warrants, being 16,613,200 Warrants, will be listed and
begin trading on the TSX-V as of market open today (November 19,
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 Notes are
currently unlisted but will be listed and begin trading on the NEO
on November 20, 2020 under the symbol “CGC.NT.U”.
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 Notes on the NEO and of the Warrants 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 news
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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