Vancouver, Canada – November 13, 2013 – Greg Myers, CEO and President of Caza Gold Corp. (the “Company”) (CZY: TSX-V, CZ6: FSE and CZGDF: OTCQX), is pleased to announce that the Company will hold a Special General Meeting of the Company’s shareholders (the “SGM”) on Wednesday, December 11, 2013. At the SGM, the Company will seek shareholder approval to, in addition to other matters, the consolidation of all of the Company’s issued and outstanding common shares on the basis of three (3) old common shares of the Company for one (1) new common share of the Company (the “Consolidation”). The Consolidation must be approved by way of a special resolution, meaning that at least two-thirds of the votes cast at the SGM must be voted in favour of the Consolidation.
As previously disclosed in the Company’s News Release dated October 29, 2013, the Company has entered into an Investment Agreement with Polygon Mining Opportunity Master Fund (“Polygon”). Under the terms and conditions of the Investment Agreement, Polygon agreed to purchase, on a private placement post-consolidation basis, 20,833,333 units (the “Units”) of the Company at C$0.12 per Unit for total gross proceeds of C$2.5 million (the “Investment”). Each Unit will consist of one common share and one share purchase warrant exercisable for three years at C$0.24 per share. At the SGM, the Company will also seek, by disinterested ordinary shareholder resolution, approval of the Investment and the resulting creation of a new Control Person based on the post-consolidation share and warrant holdings of Polygon. The Company will also seek shareholder approval by way of an ordinary resolution to increase the number of directors to seven and to elect two nominees of Polygon to the Board.
Subject to receiving the requisite approvals of shareholders and satisfaction or waiver of all other conditions precedent to closing, the Company and Polygon intend to consummate the transactions contemplated by the Investment Agreement on December 12, 2013.
There are currently 59,479,484 common shares of the Company issued and outstanding. Upon completion of the proposed Consolidation and the issuance of the Units to Polygon, 40,659,827 common shares of the Company will be issued and outstanding. The TSX Venture Exchange (the “Exchange”) has advised the Company that no name change or change in trading symbol will be required as a result of the proposed Consolidation. The proposed Consolidation and the creation of a new Control Person pursuant to the Investment are subject to final Exchange acceptance.
Caza Gold Corp. is a gold and copper exploration company focused on discovering new deposits in Nicaragua. The Company controls the highly prospective but under-explored claims in the high sulfidation gold trend of Nicaragua and a copper-gold-iron porphyry system to the north of the El Limon mine. Caza Gold Corp is dedicated to discovering gold, defining deposits, and developing value.
CAZA GOLD CORP.
/s/ Greg Myers
Greg Myers, PhD, P. Geo
President and CEO
For more information, please contact Greg Myers or Gregg Wilson at Toll Free: 1-877-684-9700, tel: (604) 685-9750, fax: (604) 685-9744, email: firstname.lastname@example.org or visit our website, www.cazagold.com
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CAUTIONARY DISCLAIMER – FORWARD LOOKING STATEMENTS
This news release includes certain statements and information that may contain forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, assumptions or expectations of future performance, the likelihood of commercial mining and financing requirements and the ability to fund future exploration and development are forward-looking statements and contain forward-looking information. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbour.