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.
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.
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 Report5 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.
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 Aris Gold's website
www.arisgold.com.
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:
1-800-319-4610International: +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:
1-800-319-6413International: +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 |
Soto Norte |
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 |
Soto Norte |
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 |
Soto Norte |
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 DaviesChief 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 BreytenbachSenior Vice President, Capital
Markets
Meghan BrownVice 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.
Source: Aris Gold Corporation and GCM Mining
Corp.
1 See Table 1, 2 and 3 in section – Pro Forma
consolidated mineral reserves and resources of this News Release.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.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.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.
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