Greg Myers, CEO and President of Caza Gold Corp. (TSX VENTURE:CZY) (OTCQX:CZGDF) (FRANKFURT:CZ6) is pleased to announce that the Company has entered into an Investment Agreement with Polygon Mining Opportunity Master Fund, a fund managed by Polygon Global Partners. Under the terms of the IA, Polygon has agreed to invest C$2.5 million to acquire 51.2% of the common shares of the Company on a post-consolidation basis. The Company has agreed to hold a special general meeting of shareholders as soon as possible to approve the investment and the creation of a new control person, to seek shareholder approval for a 3:1 share consolidation and to approve the appointment of two nominees of Polygon to the Board of Directors of the Company. The proceeds of the investment will be used to fund further exploration on the Company’s Los Andes High-Sulfidation Gold Project in Nicaragua (in a manner approved by Polygon) and for working capital.

The material terms of the IA include the following terms and conditions:

--  Polygon has agreed to purchase, on a post-consolidation basis,

    20,833,333 units of the Company at C$0.12 per unit for total gross

    proceeds of C$2.5 million (the "Investment"). Each unit will consist of

    1 common share and one share purchase warrant exercisable for three

    years at C$0.24 per share. Polygon currently owns 1,527,500 common

    shares of the Company (2.6% of the current and outstanding share capital

    of the Company) and 500,000 warrants exercisable to purchase 500,000

    common shares of the Company at a price of C$0.20 per share for a period

    ending December 28, 2014. Upon completion of the Investment, Polygon

    will own, on a post-consolidation basis, 52.5% of the issued and

    outstanding common shares of the Company on a non-diluted basis. Upon

    the exercise of all of its warrants, Polygon would own, on a partially

    diluted basis, 68.7% of the issued and outstanding common shares of the

    Company;

--  The Company will seek at the SGM, shareholder approval by way of special

    resolution, to a 3:1 share consolidation;

--  The Company will seek at the SGM, by disinterested ordinary shareholder

    resolution, approval of the Investment and the resulting creation of a

    new Control Person based on the post-consolidation share and warrant

    holdings of Polygon. Polygon, as an interested party, will not vote any

    shares that it may own or control as of the record date for the proposed

    meeting on this shareholder resolution;

--  The Company will also seek at the SGM, shareholder approval by way of an

    ordinary resolution to increase the number of directors to seven and to

    elect two nominees of Polygon. Polygon shall have the right to maintain

    two nominations for election to the Board of Directors at all

    shareholder meetings at which directors are elected provided that its

    proportional interest in the Company is equal to or greater than 20%

    (the right drops to one nomination should Polygon's proportional

    interest in the Company be equal to or greater than 10% or less than

    20%);

--  As a condition precedent to closing, the Company shall have provided

    waivers from its officers with respect to change of control payments;

--  Polygon shall retain participation rights in any future security

    offering of the Company that will allow it to maintain its proportionate

    interest in the Company. Such rights shall not apply to current

    warrants, or any stock options issued under a 10% stock option plan;

--  Polygon will have certain rights regarding future material business

    decisions of the Company, which decisions will require either its prior

    approval, or a duty of prior consultation by the Company;

--  The Company must pay a break fee of C$200,000 to Polygon in the event

    the IA or the transaction set out above does not complete due to, in

    addition to other events, a bona fide third party acquisition proposal

    or a material adverse change caused by a breach of the IA by the Company

    and must in addition reimburse Polygon for expenses incurred in

    connection with the transaction, up to a maximum of C$100,000; and

--  The IA is subject to TSX Venture Exchange approval.

Consummation of the Investment is subject to a number of customary conditions of closing, including that no material adverse change with respect to the Company shall have occurred and that the Company’s representations and warranties made under the IA shall continue to be accurate at closing. As well, Polygon has until November 12, 2013 to complete specific items remaining on the due diligence.

Each of the directors and senior officers of the Company who hold shares in the Company has indicated his intention to vote in favour of the matters to be considered by shareholders at the SGM, the date of which the Company expects to announce within five business days.

The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Caza Gold Corp. is a gold and copper exploration company focused on discovering new deposits in Nicaragua. The Company controls the highly prospective but under-explored claims in the high sulfidation gold trend of Nicaragua and a copper-gold-iron porphyry system to the north of the El Limon mine. Caza Gold Corp is dedicated to discovering gold, defining deposits, and developing value.