- Creates a company with larger scale and significant free
cash flow to unlock shareholder value
- Substantial combined gold reserve of 3.8 Moz and resource
base of 18.3 Moz Measured & Indicated and 7.7 Moz
Inferred1
- Strengthened mine-building, operating and financial
capacity
- Streamlined corporate structure with direct realizable
synergies
- No premium, all-share business combination
TORONTO and VANCOUVER, BC, July 25,
2022 /PRNewswire/ - GCM Mining Corp. (GCM)
(TSX: GCM) (OTCQX: TPRFF) and Aris Gold Corporation (Aris
Gold) (TSX: ARIS) (OTCQX: ALLXF) announce they have entered into a
definitive agreement (the Arrangement Agreement) under which GCM
will acquire all the outstanding Aris Gold shares not already held
by GCM (the Transaction). The resulting entity will be named Aris
Gold Corporation and will be led by Ian
Telfer as Chair and Neil
Woodyer as CEO and Director.
Ian Telfer, Aris Gold Chair,
stated: "The combined group creates a top-in-class company with
multiple tier one assets. After Aris Gold became operator of the
Soto Norte joint venture, joining forces with GCM became a logical
next step. Our increased scale will also broaden our future
opportunities to continue building a +1 million ounce producer over
the next few years."
Serafino Iacono, Executive Chair
of GCM, stated: Each team has unique strengths with GCM being the
Colombian leader for responsible, sustainable mining practices.
Together with Aris Gold's Board and management, the combined group
brings a track record of building sizable and successful mining
companies; this transaction further diversifies the company's
portfolio and reaffirms Colombia
as an area of focus. While I am stepping down from a day-to-day
executive role, I will remain a director and advisor on matters in
Colombia as well as an
enthusiastic securityholder."
Neil Woodyer, CEO of Aris Gold,
stated: "We are building a gold mining business with scale, cash
flow, a strong financial position with US$397 million of cash and US$260 million of additional committed funding,
and a high-quality growth pipeline. Our teams are well known to
each other, and together we will optimize the delivery of the
growth projects to unlock shareholder value."
Under the terms of the Transaction, all the outstanding Aris
Gold shares not held by GCM will be exchanged at a ratio of 0.5 of
a common share of GCM for each common share of Aris Gold (the
Exchange Ratio). The Exchange Ratio was determined at-market giving
consideration to the 10-day and 20-day volume weighted average
prices on the TSX for each of GCM and Aris Gold for the period
ended July 22, 2022. Both the
GCM and Aris Gold Boards of
Directors (other than certain interested directors) have approved
the terms of the Arrangement Agreement, and all of the directors
and officers of both GCM and Aris Gold have entered into binding
voting support agreements in favour of the Transaction,
representing in aggregate 3.0% of GCM's issued shares and 9.0% of
Aris Gold's issued shares.
|
__________________________
|
1
|
See Table 1, 2 and 3 in
section – Pro Forma consolidated mineral reserves and
resources of this News Release.
|
Transaction highlights
- Creates the top-of-the-class company among junior producers and
the largest gold company in Colombia, with diversification in Guyana and Canada.
- Experienced Board of Directors and management team with a track
record of building value in the gold sector
- Brings together teams with unmatched experience in Colombia and extensive project development and
mine building expertise
- Strong financial position to de-risk growth projects, with
combined cash and committed funding of US$657 million2 and free cash flow
generation from the Segovia Operations (US$84 million on a 12-month trailing basis to
March 31, 2022)3
- Estimated G&A cost savings of US$10
million per year through the reduction of duplicative public
company expenses and rationalizing other expenses
- No premium transaction that simplifies the ownership structure
within a single company
- Substantial long-term re-rating potential, with share price
upside from enhanced market visibility, trading liquidity, access
to capital, and reduced cost of capital
Board of Directors
The Board of Directors of the resulting entity will have nine
members, with Ian Telfer as Chair
and Daniela Cambone, David Garofalo, Mónica de Greiff, Serafino Iacono, Peter
Marrone, Hernan Martinez,
Attie Roux and Neil Woodyer as members.
Mónica de Greiff is new to the Aris Gold team and is a former
Board Member of GCM, from 2018 to 2020, when she left to accept the
position of Colombian Ambassador to Kenya. She has held positions in both the
public and private sectors, including Minister of Justice for the
Republic of Colombia and Vice
Minister of Mines and Energy. Ms. de Greiff is a former member of
the Board of Directors of the United Nations Global Compact, the
world's largest corporate sustainability
initiative.
|
______________________________
|
2
|
Combined cash balances
of US$397 million as of March 31, 2022, plus committed stream
financing of US$122 million for construction of the Marmato Lower
Mine and US$138 million for the construction of
Toroparu.
|
3
|
This non-IFRS measure
has been calculated from the GCM Mining Q1 2022 MD&A as US$34
million consolidated Free Cash Flow reported by GCM for the
trailing 12 months to March 31, 2022 adjusted to exclude corporate
general and administrative expenses (US$22 million) and exploration
and non-sustaining capital expenditures (US$28 million) during the
trailing 12 months period.
|
Management team
The combined group will be led by Neil
Woodyer as CEO and the corporate office will be based in
Vancouver, Canada. Both
Lombardo Paredes, CEO of GCM, and
Mike Davies, CFO of GCM, will retire
from their roles with GCM. Serafino
Iacono will step back from an executive role but will
continue as a member of the Board of Directors and an advisor on
matters in Colombia.
Building a globally relevant,
sustainable gold producer
The combined group will have a balanced mix of production,
development, and exploration assets across the Americas with proven
and probable mineral reserves of 3.8 million ounces of gold,
measured and indicated mineral resources of 18.3 million ounces of
gold, inclusive of mineral reserves, and inferred mineral resources
of 7.7 million ounces of gold.4
- Segovia Operations (Antioquia, Colombia): a high-grade underground mining
district that produced 206,389 ounces of gold in 2021. Operations
at Segovia have been ongoing for over 150 years and there is a
well-established history of mineral resource and reserve
replacement. The Segovia Operations include the purchase of mined
material from small-scale miners, which are described in the
Segovia Technical Report[5] and represented about 16% of 2021's
gold production, as part of an industry-leading Colombian program
for the integration of informal small-scale miners into the supply
chain, with added environmental, social and security benefits.
- Marmato Mine (Caldas, Colombia): a historic producing underground
gold mine currently undergoing a modernization and expansion
program, which includes the construction of a new decline, mine
workings, 4,000 tpd carbon in pulp processing plant and dry stack
tailings facilities. The Pre-Feasibility Study disclosed in the
Marmato Technical Report estimates production of 175,000 ounces per
year (oz/yr) from the optimized Upper Mine and the Lower Mine
expansion project.5
- Toroparu Project (Cuyuni-Mazaruni, Guyana): an advanced stage open pit and
underground gold project with estimated average gold production of
225,000 oz/yr over a 24-year mine life, as described in the
Preliminary Economic Assessment (PEA) disclosed in the Toroparu
Technical Report.6 Located approximately 50
kilometres southwest of the recently constructed Aurora gold mine,
Toroparu is one of the largest undeveloped gold projects in the
Americas and provides the combined company with a foothold in the
emerging and highly prospective Central Guiana Shear
Zone.5
- Soto Norte Project (Santander, Colombia): a large-scale feasibility-stage
underground gold project undergoing permitting and licensing. In
April 2022, Aris Gold became the
operator of the Soto Note joint venture and is leading a new and
reframed environmental permitting process. The Feasibility Study
disclosed in the Soto Norte Technical Report estimates average gold
production of 450,000 oz/yr over the steady state production years.
Upon exercising its option to increase its joint venture ownership
interest from 20% to 50%, the attributable gold production to Aris
Gold would be 225,000 oz/yr.5
- Juby Project (Ontario,
Canada): an advanced stage gold project with an open pit
mineral resource located in the Abitibi greenstone belt.
While the combined company embarks on delivering its growth
projects, the Board of Directors of the combined company is
expected to initially adopt a no-dividend policy based on the
strategic principle that internal cash flow generation is best
deployed to advance high-return growth opportunities within the
company.
|
_____________________________
|
4
|
See Table 1, 2 and 3 in
section – Pro Forma consolidated mineral reserves and
resources of this News Release.
|
5
|
See the Technical
reports section of this News Release.
|
6
|
A preliminary economic
assessment is preliminary in nature, and includes inferred mineral
resources that are considered too speculative geologically to have
the economic considerations applied to them that would enable them
to be categorized as mineral reserves, and there is no certainty
that the preliminary economic assessment will be
realized.
|
Terms of the Transaction
On closing, GCM shareholders and Aris Gold shareholders (taking
into consideration the 44.3% of Aris Gold currently held by GCM)
are expected to own, on a diluted in-the-money basis, approximately
74% and 26% of the combined group, respectively.
The Arrangement Agreement includes customary transaction
protection terms. GCM and Aris Gold have agreed to not solicit any
alternative transactions and each party has the right to match any
superior competing offer, with a reciprocal Transaction termination
fee of US$6 million to be paid in
certain circumstances.
The material conditions to completion of the Transaction
include:
- Approval by Aris Gold's shareholders, with greater than 66 2/3%
approval threshold and approval of disinterested minority
shareholders.
- Approval by GCM's shareholders, with greater than 50% approval
threshold.
- Receipt of all required governmental and regulatory approvals
including TSX and Colombian anti-trust approvals.
- Other customary conditions.
It is anticipated that both the GCM and Aris Gold shareholder
meetings will take place in mid September
2022, and completion of the Transaction is expected to occur
promptly thereafter.
GCM Board of Directors'
recommendation
The Board of Directors of GCM determined it was advisable to
establish a special committee of the independent directors of GCM
(the GCM Special Committee), comprising Robert Metcalfe, De Lyle Bloomquist,
Belinda Labatte and Jaime Perez Branger to, among other things,
review and evaluate the merits of the proposed Transaction and to
consider such materials and information needed, including an
independent fairness opinion, and to make a recommendation to the
Board of Directors of GCM in respect of the proposed
Transaction.
The GCM Special Committee and the Board of Directors of GCM
received a fairness opinion from its co-financial advisors,
National Bank Financial Inc. (National Bank) and Stifel Nicolaus
Canada (Stifel GMP) that, based upon and subject to the
respective assumptions, limitations, qualifications of and other
matters set forth in connection with the preparation of such
opinion, the Transaction is fair, from a financial point of view,
to GCM (the GCM Fairness Opinions).
Following the report and favourable recommendation of the GCM
Special Committee, the Board of Directors of GCM (other than
certain interested directors) approved the Transaction and
determined to recommend approval of the Transaction to the GCM
shareholders. In addition, all of the directors and officers of GCM
have entered into binding voting support agreements with Aris Gold
and GCM under which such individuals have agreed to support the
Transaction and vote their GCM shares in favour of the
Transaction.
A copy of the GCM Fairness Opinions, the factors considered by
the GCM Special Committee and the Board of Directors of GCM and
other relevant background information will be included in the
management information circular and related documents that are
expected to be delivered to the GCM shareholders in connection with
a special meeting of GCM shareholders to be called to consider and
approve the Transaction, filed with the applicable Canadian
securities regulatory authorities and made available on GCM's SEDAR
profile at www.sedar.com, and posted on GCM's website at
http://www.gcm-mining.com/.
Aris Gold
Board of Directors' recommendation
As of today, GCM beneficially owns 60,991,545 Aris Gold shares
representing approximately 44.3% of the issued and outstanding Aris
Gold shares. GCM is considered a "related party" of Aris Gold and
the Transaction is a "business combination" of Aris Gold for the
purposes of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions (MI 61-101).
The Board of Directors of Aris Gold formed a special committee of
independent directors comprising of Ian
Telfer, Peter Marrone and
Daniela Cambone (the Aris Special
Committee) to, among other things, review and evaluate the merits
of the proposed Transaction and to consider such materials and
information needed including an independent fairness opinion and
formal valuation, and to make a recommendation to the Board of
Directors of Aris Gold in respect of the proposed Transaction.
BMO Nesbitt Burns Inc. (BMO Capital Markets) was retained by the
Aris Special Committee to provide, under the supervision of the
Aris Special Committee, an independent formal valuation prepared in
accordance with MI 61-101 and independent fairness opinion. BMO
Capital Markets provided its opinion (the BMO Fairness Opinion) to
the Special Committee that, as of July 24,
2022, and subject to the assumptions, limitations and
qualifications contained therein, the consideration to be received
by the Aris Gold shareholders (other than GCM) pursuant to the
proposed Transaction is fair from a financial point of view to the
Aris Gold shareholders (other than GCM). BMO Capital Markets also
prepared a formal valuation of the Aris Gold common shares (the
Aris Gold Valuation) and the GCM common shares (the GCM Valuation),
which are being issued as consideration, as required under MI
61-101. BMO Capital Markets concluded that, as of July 24, 2022, and subject to the assumptions,
limitations, and qualifications included in the Aris Gold Valuation
and GCM Valuation, respectively, that the value of the Aris Gold
common shares on an en bloc basis7 was in the range
of C$2.30 to C$3.10 per share and the value of the GCM common
shares on a trading value basis was in the range of C$3.70 to C$5.75
per share.
Canaccord Genuity Corp. (Canaccord) was retained by the Aris
Board of Directors and provided its opinion (the Canaccord Fairness
Opinion) to the Aris Board of Directors that, as of July 24, 2022, and subject to the assumptions,
limitations and qualifications contained therein, the consideration
to be received by the Aris Gold shareholders (other than GCM)
pursuant to the proposed Transaction is fair from a financial point
of view to the Aris Gold shareholders (other than GCM).
Following the report and favourable recommendation of the Aris
Special Committee, the Board of Directors of Aris Gold (other than
certain interested directors) approved the Transaction and
determined to recommend approval of the Transaction to the Aris
Gold shareholders. In addition, all of the directors and officers
of Aris Gold have entered into binding voting support agreements
with GCM and Aris Gold under which such individuals have agreed to
support the Transaction and vote their Aris Gold shares in favour
of the Transaction.
A copy of the BMO Fairness Opinion, the Canaccord Fairness
Opinion, the Aris Gold Valuation, the GCM Valuation, the factors
considered by the Aris Special Committee and Board of Directors of
Aris Gold and other relevant background information will be
included in the management information circular and related
documents that are expected to be delivered to the Aris Gold
shareholders in connection with a special meeting of Aris Gold
shareholders to be called to consider and approve the Transaction,
filed with the applicable Canadian securities regulatory
authorities and made available on Aris Gold's SEDAR profile at
www.sedar.com, and posted on GCM's website www.arisgold.com.
|
_______________________
|
7
|
As required under MI
61-101, BMO Capital Markets prepared the Aris Gold Valuation on an
en bloc basis, without including a downward adjustment to reflect
the liquidity of Aris Gold common shares, the effect of the
Transaction on the Aris Gold common shares, or the fact that the
Aris Gold common shares held do not form part of a controlling
interest.
|
Advisors and counsel
National Bank Financial and Stifel GMP are acting as
co-financial advisors to GCM and each has provided a fairness
opinion to the GCM Special Committee and the Board of Directors of
GCM.
Wildeboer Dellelce LLP, Proskauer Rose LLP and CLA Consultores
S.A.S. are acting as Canadian, US and Colombian legal advisors to
GCM, respectively, and the GCM Special Committee has retained
Blake, Cassels & Graydon LLP as its independent counsel.
Canaccord is acting as financial advisor to Aris Gold and has
provided a fairness opinion to the Board of Directors of Aris Gold.
BMO Capital Markets was retained by the Special Committee and has
provided a formal valuation and fairness opinion to the Aris Gold
Special Committee.
Fasken Martineau DuMoulin LLP and Dentons are acting as Canadian
and Colombian legal advisors to Aris Gold, respectively.
Conference call details
Ian Telfer, Serafino Iacono, and Neil Woodyer will host a conference call and
webcast today, Monday, July 25, 2022
at 9am EDT/6am
PDT.
No passcode is necessary to access the call or webcast.
Conference call
Toll-free US and Canada:
1-800-319-4610
International: +1 604-638-5340
Webcast – link here
A replay of the call will also be available by dialling the
following numbers and using passcode 9244:
Toll-free US and Canada:
1-800-319-6413
International: +1 604-638-9010
Pro forma consolidated mineral
reserves and resources
Table 1: Proven and probable
mineral reserve estimates
Category
|
Property
|
Tonnes
(kt)
|
Gold
grade (g/t)
|
Silver
grade (g/t)
|
Contained
gold (koz)
|
Contained
silver (koz)
|
Proven
|
Marmato
|
802
|
5.10
|
22
|
133
|
569
|
Probable
|
Marmato
|
18,898
|
3.10
|
6
|
1,888
|
3,780
|
Probable
|
SotoNorte
|
4,953
|
6.22
|
34
|
990
|
5,477
|
Proven
|
Segovia
|
204
|
12.00
|
-
|
79
|
-
|
Probable
|
Segovia
|
2,087
|
9.93
|
-
|
666
|
-
|
Total
P&P
|
|
|
|
|
3,756
|
9,826
|
Notes: . Totals may not
add due to rounding. Mineral reserve estimates for Soto Norte
represent the portion of mineral reserves attributable to Aris Gold
based on its 20% ownership interest. Mineral reserves were
estimated using a gold price of USD$1,400 per ounce at Marmato,
USD$1,300 per ounce at Soto Norte, and USD$1,650 per ounce at
Segovia. The mineral reserve effective dates are March 17, 2020 for
Marmato, January 1, 2021 for Soto Norte, and December 31, 2021 for
Segovia. This disclosure of mineral reserve estimates has been
approved by Pamela De Mark, P.Geo, Vice President Exploration of
Aris Gold, who is a Qualified Person as defined by National
Instrument NI 43-101.
|
Table 2: Measured and indicated
mineral resource estimates
Category
|
Property
|
Tonnes
(Mt)
|
Gold grade (g/t)
|
Silver grade (g/t)
|
Contained gold (koz)
|
Contained silver (koz)
|
Measured
|
Marmato
|
2.8
|
6.20
|
28
|
562
|
2,561
|
Indicated
|
Marmato
|
54.0
|
3.00
|
7
|
5,245
|
11,285
|
Indicated
|
SotoNorte
|
9.6
|
5.47
|
36
|
1,691
|
11,065
|
Measured
|
Segovia
|
0.5
|
14.01
|
-
|
208
|
-
|
Indicated
|
Segovia
|
4.1
|
10.65
|
-
|
1,412
|
-
|
Measured
|
Toroparu
|
110.9
|
1.26
|
-
|
4,479
|
-
|
Indicated
|
Toroparu
|
74.1
|
1.66
|
-
|
3,958
|
-
|
Indicated
|
Juby
|
21.3
|
1.13
|
-
|
733
|
-
|
Total
M&I
|
|
|
|
|
18,288
|
24,911
|
Notes: Mineral
resources are not mineral reserves and do not have demonstrated
economic viability. Mineral resource estimates are reported
inclusive of mineral reserves. Totals may not add due to rounding.
Mineral resource estimates for Soto Norte represent the portion of
mineral resources attributable to Aris Gold based on its 20%
ownership interest. Mineral resources were estimated using a gold
price of USD$1,600 per ounce at Marmato, USD$1,300 per ounce at
Soto Norte, USD$1,800 per ounce at Segovia, USD$1,630 at Toroparu,
and USD$1,450 per ounce at Juby. The mineral resource effective
dates are June 30, 2021 for Marmato, May 22, 2019 for Soto Norte,
December 31, 2021 for Segovia, November 1, 2021 for Toroparu, and
July 14, 2020 for Juby. This disclosure of mineral resource
estimates has been approved by Pamela De Mark, P.Geo, Vice
President Exploration of Aris Gold, who is a Qualified Person
as defined by National Instrument NI 43-101.
|
Table 3: Inferred mineral resource
estimates
Property
|
Tonnes
(Mt)
|
Gold grade (g/t)
|
Silver grade
(g/t)
|
Contained gold (koz)
|
Contained
silver (koz)
|
Marmato
|
30.8
|
2.60
|
3
|
2,567
|
3,282
|
SotoNorte
|
5.5
|
4.06
|
26
|
714
|
4,551
|
Segovia
|
5.3
|
9.91
|
|
1,704
|
|
Toroparu
|
13.8
|
2.74
|
|
1,213
|
|
Juby
|
47.1
|
0.98
|
|
1,488
|
-
|
Total
inferred
|
|
|
|
7,686
|
7,833
|
Notes: See notes under
Table 2
|
Technical reports and data
verification
Technical reports for Marmato, Soto Norte, and Juby have been
filed with the Canadian securities regulatory authorities and are
available for review on Aris Gold's website at www.arisgold.com and
on the profile of Aris Gold Corporation on SEDAR at www.sedar.com.
Technical reports for Segovia and Toroparu have been
filed with the Canadian securities regulatory authorities and are
available for review on GCM's website at www.gcm-mining.com and on
the profile of GCM on SEDAR at www.sedar.com. These reports
confirm that the qualified persons responsible for the preparation
of the technical reports have verified the data disclosed,
including drilling, sampling, assaying, and QAQC protocols and
results, and are of the opinion that the sample recovery,
preparation, analyses, and security protocols used for the mineral
resource estimates are reliable for that purpose.
Scientific and technical information concerning Marmato is
summarized, derived, or extracted from the Marmato Technical Report
entitled "Revised NI 43-101 Technical Report Pre-Feasibility Study
Marmato Project Colombia" dated September
18, 2020 with an effective date of March 17, 2020. The Marmato Technical Report was
prepared by Ben Parsons, MSc,
MAusIMM (CP), Eric J. Olin, MSc
Metallurgy, MBA, SME-RM, MAusIMM, Fernando
Rodrigues, BS Mining, MBA, MAusIMM, MMSAQP, Jeff Osborn, BEng Mining, MMSAQP, Joanna Poeck, BEng Mining, SME-RM, MMSAQP,
Fredy Henriquez, MS Eng, SME, ISRM,
Breese Burnley, P.E., Cristian A Pereira Farias, SME-RM,
David Hoekstra, BS, PE, NCEES,
SME-RM, David Bird, PG, SME-RM,
Mark Allan Willow, MSc, CEM, SME-RM,
and Tommaso Roberto Raponi, P.Eng,
each of whom is independent of the Company within the meaning of NI
43-101 and is a "Qualified Person" as such term is defined in NI
43-101.
Scientific and technical information concerning Soto Norte is
summarized, derived, or extracted from the Soto Norte Technical
Report entitled "NI 43-101 Technical Report Feasibility Study of
the Soto Norte Gold Project, Santander, Colombia", dated March
21, 2022 with an effective date of January 1, 2021. The Soto Norte Technical Report
was prepared by Ben Parsons, MSc,
MAusIMM (CP), Chris Bray, BEng,
MAusIMM (CP), Dr John Willis PhD, BE (MET), MAusIMM (CP), and Dr
Henri Sangam, Ph.D., P.Eng., each of
whom is independent of the Company within the meaning of NI 43-101
and is a "Qualified Person" as such term is defined in NI 43-101.
The report was also prepared by Robert
Anderson, P.Eng., a Qualified Person who is considered
non-independent of the Company.
Scientific and technical information concerning Segovia is
summarized, derived, or extracted from the Segovia Technical Report
entitled "NI 43-101 Technical Report, Prefeasibility Study, Segovia
Project, Antioquia, Colombia"
dated May 6, 2022 with an effective
date of December 31, 2021. The
Segovia Technical Report was prepared by Ben Parsons, MSc, MAusIMM (CP), Eric Olin, MSc, MBA, MAusIMM, SME-RM,
Cristian A. Pereira Farias, SME-RM,
David Bird, MSc, PG, SME-RM,
Fredy Henriquez, MS Eng, SME, ISRM,
Jeff Osborn, BEng Mining, MMSAQP,
Fernando Rodrigues, BS Mining, MBA,
MAusIMM, MMSAQP, Giovanny Ortiz, BS
Geology, FAusIMM, Joshua Sames, PE, BEng
Civil, Mark Allan Willow,
MSc, CEM, SME-RM, and Jeff Parshley,
P.G., each of whom is independent of the Company within the meaning
of NI 43-101 and is a "Qualified Person" as such term is defined in
NI 43-101.
Scientific and technical information concerning Toroparu is
summarized, derived, or extracted from the Toroparu Technical
Report entitled "Revised NI 43-101 Technical Report and Preliminary
Economic Assessment for the Toroparu Gold Project, Upper Puruni
River Region of Western Guyana"
dated February 4, 2022 with an
effective date of December 1, 2021.
The Toroparu Technical Report was prepared by Glen Kuntz, P. Geo., Brian Wissent, P.Eng, Daniel Yang, P.Eng, Ben
Peacock, P.Eng, Kurt Boyko,
P.Eng, Fernando Rodrigues, MMSAQP,
and David Willms, P.Eng, each of
whom is independent of the Company within the meaning of NI 43-101
and is a "Qualified Person" as such term is defined in NI
43-101.
Scientific and technical information concerning Juby is
summarized, derived, or extracted from the Juby Technical Report
entitled "Technical Report on the Updated Mineral Resource Estimate
for the Juby Gold Project, Tyrrell Township, Shining Tree Area,
Ontario" dated October 5, 2020 with an effective date of
July 14, 2020. The Juby Technical
Report was prepared by Joe Campbell,
B.Sc., P.Geo., Alan Sexton, M.Sc.,
P.Geo., Duncan Studd, M.Sc., P.Geo.
and Allan Armitage, Ph.D., P.Geo.,
each of whom is independent of the Company within the meaning of NI
43-101 and is a "Qualified Person" as such term is defined in NI
43-101.
Technical information and
qualified person
The technical information in this news release was reviewed and
approved by Pamela De Mark, P.Geo,
Vice President Exploration of Aris Gold, who is a Qualified Person
as defined by NI 43-101.
About GCM Mining Corp.
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 at
www.gcm-mining.com and www.sedar.com.
For further information,
contact:
Mike Davies
Chief Financial Officer
e investorrelations@gcm-mining.com
t + 416.360.4653
About Aris Gold
Aris Gold is a Canadian mining company listed on the TSX under
the symbol ARIS and on the OTCQX under the symbol ALLXF. The
Company is led by an executive team with a demonstrated track
record of creating value through building globally relevant gold
mining companies. In Colombia,
Aris Gold operates the 100%-owned Marmato mine, where a
modernization and expansion program is under way, and as of
April 12, 2022, operates the Soto
Norte joint venture, where environmental licensing is advancing to
develop a new gold mine. Aris Gold also owns the Juby project, an
advanced exploration stage gold project in the Abitibi greenstone
belt of Ontario, Canada. Aris Gold
plans to pursue acquisition and other growth opportunities to
unlock value creation from scale and diversification.
Additional information on Aris Gold can be found at
www.arisgold.com and www.sedar.com.
For further information,
contact:
Tyron Breytenbach
Senior Vice President, Capital Markets
Meghan Brown
Vice President, Investor Relations
e info@arisgold.com
t + 778.899.0518
Forward-looking
Information
This news release contains "forward-looking information" or
forward-looking statements" within the meaning of Canadian
securities legislation. All statements included herein are
forward-looking, other than statements of historical fact,
including without limitation statements relating to: the
Transaction; the resulting entity of the Transaction, including its
management, board of directors, assets, capitalization, strategy,
plans and goals; the benefits of the Transaction; shareholder
meetings, conference calls and webcasts in connection with the
Transaction. Generally, the forward-looking information and forward
looking statements can be identified by the use of forward looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", "will continue"
or "believes", or 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. Statements
concerning mineral resource estimates may also be deemed to
constitute forward looking information to the extent that they
involve estimates of the mineralization that will be encountered.
The material factors or assumptions used to develop forward looking
information or statements are disclosed throughout this news
release.
Forward looking information and forward looking statements,
while based on management's best estimates and assumptions, are
subject to known and unknown risks, uncertainties and other factors
that may cause the actual results, level of activity, performance
or achievements of GCM, Aris Gold and the resulting entity to be
materially different from those expressed or implied by such
forward-looking information or forward looking statements,
including but not limited to: the completion and the timing of the
Transaction; the ability of GCM and Aris Gold to receive, in a
timely manner, the necessary regulatory, court, securityholder,
stock exchange and other third-party approvals; the ability of GCM
and Aris Gold to satisfy, in a timely manner, the other conditions
to the closing of the Transaction; interloper risk; the ability to
complete the Transaction on the terms contemplated by the
arrangement agreement between GCM and Aris Gold and other
agreements, including the voting support agreements, or at all;
failure to achieve and sustain mine-building, operating and
financial capacity; the ability of the combined group to realize
the anticipated benefits of, and synergies from, the Transaction
and the timing thereof; the timing of the commencement and
completion of construction activities, first production and sales,
if at all; the impacts of a changing risk profile and possible
subjection to a credit rating review, which may result in a
downgrade or negative outlook being assigned to the combined group
or a portion thereof; the combined group's dividend policy; the
potential exposure to political, economic or social instability
related to the combined group's international operations; the
consequences of not completing the Transaction, including the
volatility of the share prices of GCM and Aris Gold, negative
reactions from the investment community and the required payment of
certain costs related to the Transaction; actions taken by
government entities or others seeking to prevent or alter the terms
of the Transaction; potential undisclosed liabilities unidentified
during the due diligence process; the accuracy of the pro forma
financial information of the combined group after the Transaction;
the interpretation of the Transaction by tax authorities; the
success of business integration; the focus of management's time and
attention on the Transaction and other disruptions arising from the
Transaction; the ability of the Aris Gold management team to
successfully integrate with the current operations, risks related
to international operations; risks related to general economic
conditions; uncertainties relating to operations during the
COVID-19 pandemic; actual results of current exploration
activities; availability of quality assets that will add scale,
diversification and complement the resulting entity's growth
trajectory; changes in project parameters as plans continue to be
refined; fluctuations in prices of metals including gold; the
ability to convert mineral resources to mineral reserves;
fluctuations in foreign currency exchange rates; increases in
market prices of mining consumables; risks associated with holding
derivative instruments (such as credit risks, market liquidity risk
and mark-to-market risk); possible variations in mineral reserves,
grade or recovery rates; failure of plant, equipment or processes
to operate as anticipated; changes in national and local government
legislation, taxation, controls, regulations, and political or
economic developments in Canada,
Colombia or Guyana; risks of the mining industry
including, without limitation, accidents, operations, labour
disputes, title disputes, claims and limitations on insurance
coverage; delays in obtaining governmental approvals including
obtaining required environmental and other licenses; the completion
of development or construction activities; and those factors
discussed in the section entitled "Risk Factors" in GCM's most
recent AIF available on SEDAR at www.sedar.com and in the section
entitled "Risk Factors" in Aris Gold's most recent AIF available on
SEDAR at www.sedar.com.
Although GCM and Aris Gold have attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking information and forward-looking
statements, there may be other factors that cause results not to be
as anticipated, estimated or intended. There can be no assurance
that such information or statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such information or statements. Each of GCM and Aris
Gold has and continues to disclose in its Management's Discussion
and Analysis and other publicly filed documents, changes to
material factors or assumptions underlying the forward-looking
information and forward-looking statements and to the validity of
the information, in the period the changes occur. The
forward-looking statements and forward-looking information are made
as of the date hereof and each of GCM and Aris Gold disclaims any
obligation to update any such factors or to publicly announce the
result of any revisions to any of the forward-looking statements or
forward-looking information contained herein to reflect future
results. Accordingly, readers should not place undue reliance on
forward-looking statements and information.
Although information provided by GCM for inclusion in this news
release is believed by Aris Gold to be reliable, Aris Gold has not
independently verified such information and cannot provide any
assurance of its accuracy, currency, reliability or completeness.
Although information provided by Aris Gold for inclusion in this
news release is believed by GCM to be reliable, GCM has not
independently verified such information and cannot provide any
assurance of its accuracy, currency, reliability or
completeness.
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.
View original
content:https://www.prnewswire.com/news-releases/aris-gold-and-gcm-mining-combine-to-create-a-leading-americas-gold-producer-301592197.html
SOURCE Aris Gold Corporation