CZY

Greg Myers, CEO and President of Caza Gold Corp. (the "Company") (TSX
VENTURE:CZY)(OTCQX:CZGDF)(FRANKFURT:CZ6) is pleased to announce that the Company
has entered into an Investment Agreement (the "IA") with Polygon Mining
Opportunity Master Fund ("Polygon"), a fund managed by Polygon Global Partners.
Under the terms of the IA, Polygon has agreed to invest C$2.5 million to acquire
51.2% of the common shares of the Company on a post-consolidation basis. The
Company has agreed to hold a special general meeting of shareholders (the "SGM")
as soon as possible to approve the investment and the creation of a new control
person, to seek shareholder approval for a 3:1 share consolidation and to
approve the appointment of two nominees of Polygon to the Board of Directors of
the Company. The proceeds of the investment will be used to fund further
exploration on the Company's Los Andes High-Sulfidation Gold Project in
Nicaragua (in a manner approved by Polygon) and for working capital.


The material terms of the IA include the following terms and conditions:



--  Polygon has agreed to purchase, on a post-consolidation basis,
    20,833,333 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
    1 common share and one share purchase warrant exercisable for three
    years at C$0.24 per share. Polygon currently owns 1,527,500 common
    shares of the Company (2.6% of the current and outstanding share capital
    of the Company) and 500,000 warrants exercisable to purchase 500,000
    common shares of the Company at a price of C$0.20 per share for a period
    ending December 28, 2014. Upon completion of the Investment, Polygon
    will own, on a post-consolidation basis, 52.5% of the issued and
    outstanding common shares of the Company on a non-diluted basis. Upon
    the exercise of all of its warrants, Polygon would own, on a partially
    diluted basis, 68.7% of the issued and outstanding common shares of the
    Company;

--  The Company will seek at the SGM, shareholder approval by way of special
    resolution, to a 3:1 share consolidation;

--  The Company will seek at the SGM, 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. Polygon, as an interested party, will not vote any
    shares that it may own or control as of the record date for the proposed
    meeting on this shareholder resolution;

--  The Company will also seek at the SGM, shareholder approval by way of an
    ordinary resolution to increase the number of directors to seven and to
    elect two nominees of Polygon. Polygon shall have the right to maintain
    two nominations for election to the Board of Directors at all
    shareholder meetings at which directors are elected provided that its
    proportional interest in the Company is equal to or greater than 20%
    (the right drops to one nomination should Polygon's proportional
    interest in the Company be equal to or greater than 10% or less than
    20%);

--  As a condition precedent to closing, the Company shall have provided
    waivers from its officers with respect to change of control payments;

--  Polygon shall retain participation rights in any future security
    offering of the Company that will allow it to maintain its proportionate
    interest in the Company. Such rights shall not apply to current
    warrants, or any stock options issued under a 10% stock option plan;

--  Polygon will have certain rights regarding future material business
    decisions of the Company, which decisions will require either its prior
    approval, or a duty of prior consultation by the Company;

--  The Company must pay a break fee of C$200,000 to Polygon in the event
    the IA or the transaction set out above does not complete due to, in
    addition to other events, a bona fide third party acquisition proposal
    or a material adverse change caused by a breach of the IA by the Company
    and must in addition reimburse Polygon for expenses incurred in
    connection with the transaction, up to a maximum of C$100,000; and

--  The IA is subject to TSX Venture Exchange approval.



Consummation of the Investment is subject to a number of customary conditions of
closing, including that no material adverse change with respect to the Company
shall have occurred and that the Company's representations and warranties made
under the IA shall continue to be accurate at closing. As well, Polygon has
until November 12, 2013 to complete specific items remaining on the due
diligence.


Each of the directors and senior officers of the Company who hold shares in the
Company has indicated his intention to vote in favour of the matters to be
considered by shareholders at the SGM, the date of which the Company expects to
announce within five business days.


The securities being offered have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the "U.S. Securities Act")
and may not be offered or sold in the United States or to, or for the benefit
of, U.S. persons (as defined in Regulation S under the U.S. Securities Act)
absent U.S. registration or an applicable exemption from the U.S. registration
requirements. This release does not constitute an offer for sale of securities
in the United States.


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.

Greg Myers, President and CEO

"Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release."


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Caza Gold Corp.
Greg Myers or Gregg Wilson
(604) 685-9750 or Toll Free: 1-877-684-9700
(604) 685-9744 (FAX)
gmyers@cazagold.com
www.cazagold.com

Grafico Azioni Caza Gold Corp. (TSXV:CZY)
Storico
Da Giu 2024 a Lug 2024

Grafico Azioni Caza Gold Corp. (TSXV:CZY)
Storico
Da Lug 2023 a Lug 2024