TORONTO and VANCOUVER, BC, Aug. 18,
2022 /CNW/ - GCM Mining Corp. (GCM Mining)
(TSX: GCM) (OTCQX: TPRFF) and Aris Gold Corporation (Aris
Gold) (TSX: ARIS) (OTCQX: ALLXF) announce they have filed the joint
management information circular and related meeting materials in
connection with their respective special meetings of shareholders
to be held on September 19, 2022. The
purpose of the meetings is to approve the proposed business
combination of GCM Mining and Aris Gold announced on July 25, 2022. The combined entity will continue
under the name Aris Mining Corporation and will be a gold producer
with increased scale, increased diversification of operating and
project development risk, have an improved capital markets profile,
and reduced overhead costs.
Pursuant to the transaction, Aris Gold shareholders will receive
0.5 of one GCM Mining share for each Aris Gold share held. At
closing, based on the respective share values at the date of
announcement of the transaction, GCM Mining and Aris Gold
shareholders (excluding the 44% of Aris Gold shares held by GCM
Mining) will own approximately 74% and 26% of the combined entity,
respectively, on a diluted in-the-money basis.
The Board of Directors of GCM Mining and the Board of
Directors of Aris Gold have unanimously approved the transaction
and recommend that shareholders vote in favour of the transaction
at their respective meetings.
On August 16, 2022, Aris Gold
obtained an interim order from the Supreme Court of British Columbia authorizing the holding of
the Aris Gold special meeting of its shareholders and matters
relating to the conduct of the Aris Gold Meeting. Mailing of the
joint management information circular and related meeting materials
will begin soon and shareholders of both GCM Mining and Aris Gold
should receive them shortly. All of the meeting materials are
available on GCM Mining's website at www.gcm-mining.com and on Aris
Gold's website at www.arisgold.com, as well as on each company's
profile on SEDAR at www.sedar.com. GCM Mining and Aris Gold
shareholders should carefully review all of the meeting materials
as they contain important information concerning the transaction
and the rights and entitlements of the shareholders thereunder.
Completion of the transaction is subject to customary
conditions, including GCM Mining shareholder approval, Aris Gold
shareholder approval, final approval from the Toronto Stock
Exchange, and other regulatory approvals. The transaction is
expected to close before the end of September 2022.
About GCM Mining
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.
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.
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: approval by
the GCM Mining and Aris Gold shareholders; the satisfaction of the
conditions precedent to the transaction, and timing, receipt and
anticipated effects of court, regulatory and other consents and
approvals. 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 Mining, Aris Gold and the resulting entity
to be materially different from those expressed or implied by such
forward-looking information or forward-looking statement
Although GCM Mining 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. The forward-looking statements and forward-looking
information are made as of the date hereof and each of GCM Mining
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.
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SOURCE Aris Gold Corporation