Caldas Gold Announces Closing of the Precious Metals Stream With Wheaton Precious Metals on the Marmato Project
06 November 2020 - 12:51AM
Caldas Gold Corp. (TSX-V: CGC; OTCQX: ALLXF) announced today that
it has entered into a definitive Precious Metals Purchase Agreement
(the “Precious Metals Stream”) with Wheaton Precious Metals
International Ltd. (“Wheaton International”), a wholly-owned
subsidiary of Wheaton Precious Metals™ Corp., in respect to the
Company’s Marmato Project located in Colombia. The Marmato Project
comprises an existing operating mine (the “Upper Mine”) and the
Marmato Deeps Zone (“MDZ”) development, both of which are covered
by the Precious Metals Stream. Scotiabank acted as financial
advisor to Caldas Gold.
Wheaton International will purchase 6.5% of the
gold production and 100% of the silver production from the Marmato
Project until 190,000 ounces of gold and 2.15 million ounces of
silver have been delivered, after which the stream drops to 3.25%
of the gold production and 50% of the silver production for the
life of mine. Under the Precious Metals Stream, Wheaton
International will make an upfront deposit payment in cash of
US$110 million, US$38 million of which is payable within six
months, subject to customary conditions, and the remaining portion
of which is payable during the development and construction of the
MDZ project, subject to receipt of required permits and licenses,
sufficient financing having been obtained to cover total expected
capital expenditures and other customary conditions. In addition,
Wheaton International will make ongoing payments equal to 18% of
the spot gold and silver prices until the uncredited portion of the
upfront payment is reduced to zero, and 22% of the spot gold and
silver prices thereafter. The Precious Metals Stream is effective
July 1, 2020.
The upfront deposit will be used by the Company
to fund the advancement of the development and construction of the
MDZ project.
In connection with the Precious Metals Stream,
the Company and its subsidiaries have provided security in favour
of Wheaton International in respect of their obligations under the
Precious Metals Stream, including, a first ranking general security
agreement over substantially all properties and assets of the
Company and its subsidiaries, security over the mining rights
comprising the Marmato Project, and a first ranking share pledge
over the shares of each of the subsidiaries of the Company.
Wheaton International has agreed to enter into
an intercreditor agreement with project lenders (including the
Gold-Linked Notes) advancing funds, the proceeds of which will be
used to develop, construct or expand the MDZ project. In the case
of the intercreditor agreement relating to the Gold-Linked Notes,
generally, in the event of an enforcement action or insolvency
proceeding in relation to the Company, an amount equal to 15% of
the collateral proceeds from such action or proceeding are required
by the terms of the intercreditor agreement to be applied towards
the obligations of the Precious Metals Stream and the remaining
proceeds will be available for distribution to holders of
Gold-Linked Notes to satisfy the obligations of the Company under
the indenture governing the Gold-Linked Notes.
The Company is committed to supporting the
communities in which it operates through its ESG initiatives. As
part of the Precious Metals Stream, the Company has confirmed to
Wheaton International that it will provide funding to support the
local communities around the Marmato Project.
About Caldas Gold Corp.
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.
Cautionary Statement on Forward-Looking
Information:
This press 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
press release, which are all statements other than statements of
historical fact, include, but are not limited to, statements with
respect to: the purchase of gold and silver production by Wheaton
International pursuant to the Precious Metals Stream; the making of
an upfront payment by Wheaton International in cash of US$110
million; the fact that the upfront payment is payable in by Wheaton
International in instalments and the satisfaction of applicable
conditions precedent by the Company in respect of such instalments,
including conditions precedent relating to the development and
construction of the MDZ project, the receipt of required permits
and licenses, and sufficient financing having been obtained to
cover total expected capital expenditures; the making of ongoing
payments by Wheaton International based on the spot gold and silver
prices; matters relating to the intercreditor agreement relating to
the Gold-Linked Notes anticipated to be issued by the Company, as
well as anticipated business plans or strategies. 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: the failure of either Wheaton International or
the Company to meet its obligations relating to the Precious Metals
Stream; the inability or failure of the Company to satisfy one or
more conditions precedent for any instalment amount under the
Precious Metals Stream; the failure by the Company, for any reason,
to advance the development, construction and expansion of the MDZ
as currently contemplated by the parties; the failure by the
Company to complete the Gold-Linked Note financing in accordance
with its terms; as well as the other risk factors as described
under the caption "Risk Factors" in the Company's annual
information form for the financial year ended December 31, 2019
dated as of 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.
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this
release.
For Further Information,
Contact: Mike Davies Chief Financial Officer (416)
360-4653 investorrelations@caldasgold.ca
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