Caldas Gold Announces Closing of CA$50 Million Bought Deal Private Placement of Special Warrants
TORONTO, July 29, 2020 (GLOBE NEWSWIRE) — Caldas Gold Corp. (the “Company or “Caldas Gold”) (TSX-V: CGC) (OTCQX: ALLXF) is pleased to announce that it has completed its previously announced bought deal financing for aggregate gross proceeds of CA$50,000,000 (the “Offering”). A total of 22,222,222 special warrants of the Company (“Special Warrants”) were sold pursuant to the Offering, including an aggregate of 2,222,222 Special Warrants issued as a result of the full exercise of the option by the Underwriters (as defined herein) at a price of CA$2.25 per Special Warrant. The Offering was conducted by a syndicate of underwriters co-led by Scotiabank and Canaccord Genuity Corp. (collectively, the “Underwriters”).
The net proceeds of the Offering will be used for the expansion of the underground mining operations at Caldas Gold’s Marmato Project.Serafino Iacono, Chairman and CEO of Caldas Gold, commented, “We are very pleased to have closed this first phase of our financing to build Colombia’s next major gold mine at our Marmato Project. We will now focus on the other two phases – the completion of the offering of units consisting of senior secured gold-linked notes and common share purchase warrants, and the streaming transaction with Wheaton Precious Metals Corp. through their wholly owned subsidiary, Wheaton Precious Metals International Ltd.”Each Special Warrant entitles the holder thereof to receive one unit of Caldas Gold (“Unit”) on the exercise or deemed exercise of the Special Warrant, with each Unit comprising one common share of the Company (a “Common Share”) and one Common Share purchase warrant (“Warrant”), subject to adjustment in certain events to be set out in the indenture governing the Special Warrants.Each Warrant will be exercisable to acquire one Common Share until July 29, 2025 at a price of CA$2.75 per Common Share, subject to adjustment in certain events 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 Special Warrants are exercisable by the holders thereof at any time for no additional consideration and all unexercised Special Warrants will be deemed to be exercised and surrendered, without any further action or payment of additional consideration by the holder thereof, at 5:00 p.m. (Toronto time) on the earlier of: (a) November 30, 2020, and (b) the fifth business day after a receipt is issued for a (final) prospectus (the “Final Qualification Prospectus”) by the securities regulatory authorities in each of the provinces of Canada, excluding Quebec, qualifying for distribution the Common Shares and Warrants issuable upon the exercise of the Special Warrants. The Company has agreed to use commercially reasonable efforts to obtain such receipt on or prior to September 21, 2020. Until a receipt is issued for the Final Qualification Prospectus, the Special Warrants (and any Common Shares and Warrants issued on exercise thereof) will be subject to a hold period under applicable Canadian securities laws expiring on November 30, 2020.If Caldas Gold fails to qualify the distribution of the Common Shares and Warrants underlying the Special Warrants pursuant to the Final Qualification Prospectus on or prior to September 21, 2020, the holders of Special Warrants will be entitled to receive an additional number of Units equal to 10% of the number of Units issuable upon the exercise or deemed exercise of the Special Warrants, resulting in each Special Warrant being exercisable for 1.1 Units.The Underwriters received a cash commission equal to 6.0% of the gross proceeds from the sale of the Special Warrants pursuant to the Offering, which commission was reduced to 3.0% in respect of certain president’s list purchasers.Multilateral Instrument 61-101 and Early Warning