Caldas Gold Corp. (TSX-V: CGC) (OTCQX: ALLXF) is pleased to announce that it has completed its previously announced fully marketed private placement offering of subscription receipts for aggregate gross proceeds of US$83,066,000. A total of 83,066 subscription receipts of the Company were sold pursuant to the Offering, at a price of US$1,000 per Subscription Receipt. The Offering was conducted pursuant to an agency agreement executed today with a syndicate of agents led by Scotiabank and Canaccord Genuity Corp., as co-lead agents, on behalf of a syndicate of agents including Stifel Nicolaus Canada Inc. and Red Cloud Securities Inc.
The net proceeds of the Offering will be used for the expansion of the underground mining operations at Caldas Gold’s Marmato Project and to pay interest on the Notes (as described below) during the first two years following their issuance.
Serafino Iacono, Chairman and CEO of Caldas Gold, commented, “We are very pleased to have closed this second phase of our financing to build Colombia’s next major gold mine at our Marmato Project. We will now focus on the third and final phase – the US$110 million streaming transaction with Wheaton Precious Metals Corp. through their wholly owned subsidiary, Wheaton Precious Metals International Ltd. Cumulatively, we will have raised a total of approximately US$240 million through our financing efforts and we are ready to commence the expansion of our Marmato Project starting in September. This will be the first significant infrastructure project in Colombia following the COVID-19 national quarantine, one that will help the local economy, including doubling the number of direct and indirect jobs in our mining operations and adding about 900 local construction jobs over the next three years. This is the beginning of something special for the community in the Department of Caldas and for our investors.”
Upon the satisfaction of certain release conditions (the “Release Conditions”, as described in more detail below) contained in the subscription receipt agreement entered into by the Company, the Co-Lead Agents and Odyssey Trust Company, as subscription receipt agent, each Subscription Receipt shall convert and entitle the holder thereof to receive one unit of Caldas Gold, with each Unit comprising one senior secured gold-linked note in a principal amount of US$1,000 and 200 common share purchase warrants of the Company.
Each Warrant will entitle the holder thereof to acquire one common share of the Company, at a price of CA$2.75 per Warrant Share until July 29, 2025, subject to adjustment in certain circumstances set out in the indenture governing the Warrants. Caldas Gold 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 Venture Exchange (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.
The Notes when issued will be governed by a note indenture entered into among the Company and TSX Trust Company, in its capacity as trustee, and TSX Trust Company, in its capacity as collateral agent. Certain material provisions of the Notes include:
The gross proceeds from the Offering, less the Agents’ commission and the Agents’ expenses, have been placed in escrow with the Subscription Receipt Agent, pending satisfaction of the following Release Conditions:
The current mining license to operate the Marmato Project expires in October 2021, and the Company has applied for a renewal of that license for a minimum of 20 years. The Company expects it will receive the renewal in the coming months. It is a condition of the Note Indenture that upon the Conversion Event, the net proceeds of the Offering to be released pursuant to the Subscription Receipt Agreement will be released directly to the Company if the License Renewal has been obtained. However, if the License Renewal has not been obtained, the Escrowed Funds will be deposited into escrow with the Note Trustee, pending the receipt of the License Renewal. The only permitted withdrawal from the Escrowed Funds will be for the payment of interest on the Notes. Upon obtaining the License Renewal, the Escrowed Funds, net of the amount that is required to fund the Pre-Expansion Interest Account, will be released to Caldas Gold. If the License Renewal is not received by August 26, 2021, the Notes will be automatically redeemed, and the Escrowed Funds will be used for the redemption of the Notes.
Until a Receipt is issued for the Final Qualification Prospectus by the applicable securities regulatory authorities, the Subscription Receipts and the underlying Notes, Warrants and Warrant Shares will be subject to a hold period under Canadian securities laws expiring on December 27, 2020.
The Agents received a cash commission equal to 6.0% of the gross proceeds from the sale of the Subscription Receipts pursuant to the Offering.
Multilateral Instrument 61-101
Certain directors of the Company and Gran Colombia Gold Corp. purchased an aggregate of 14,600 Subscription Receipts pursuant to the Offering. Participation by each Insider in the Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the participation by the Insiders in the Offering in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101. A material change report with respect to the closing of the Offering and the participation of Insiders in the Offering will be filed shortly, which is less than 21 days in advance of the closing of the Offering; the Company deemed this abbreviated period reasonable in the circumstances so as to be able to complete the Offering in an expeditious manner.
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.
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