Polygon Mining Opportunity Master Fund

December 30, 2014 17:40 ET

Acquisition of Securities of Caza Gold Corp.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 30, 2014) - Polygon Mining Opportunity Master Fund (the "Fund"), today announced that it has completed the acquisition of 88,160,000 units of Caza Gold Corp. (the "Company"), each unit consisting of one common share of the Company and one common share purchase warrant entitling the holder to purchase one common share at a price of $0.05 per share until December 30, 2019, for an aggregate purchase price of CAD$4,408,000 (the "Investment") by way of private placement pursuant to a definitive investment agreement (the "Investment Agreement") entered into on December 18, 2014 between the Fund and the Company. A copy of the Investment Agreement can be found on the Company's profile at www.sedar.com. The Fund is a Cayman Islands exempted company that operates as a private investment fund which invests primarily in mining companies and other mineral related businesses and opportunities.

Pursuant to the Investment and the acquisition of the common shares and warrants thereto, the Fund acquired 88,160,000 common shares and 88,160,000 warrants. Immediately prior to the completion of the Investment, the Fund beneficially owned or exercised control over 21,342,499 common shares and 20,833,333 warrants entitling the holder to purchase one common share. Accordingly, the Fund beneficially owned or exercised control over approximately 49.0% of the issued and outstanding common shares of the Company on a non-diluted basis and approximately 65.5% of the issued and outstanding common shares of the Company on a partially-diluted basis (assuming the exercise of its warrants). The Fund now beneficially owns or exercises control over approximately 78.9% of the issued and outstanding common shares of the Company on a non-diluted basis and, upon exercise of all of its warrants, approximately 88.2% of the issued and outstanding common shares of the Company on a partially-diluted basis.

The Fund retains all of its rights under the terms of a prior investment agreement with the Company, including participation rights in any future security offering of the Company that will allow the Fund to maintain its proportionate interest in the Company, rights regarding future material business decisions of the Company and the right to maintain two nominations for election to the board of directors provided that its proportional interest in the Company is equal to or greater than 20% (see the Company's news release of October 29, 2013 for further details).

Further details relating to the Investment are set out in the Company's press release of December 19, 2014 (as filed on the Company's profile at www.sedar.com).

The Fund has acquired the securities of the Company for investment purposes only. Depending on market conditions and other factors that the Fund may deem material to its investment decisions, the Fund may in the future acquire further securities of the Company in the open market, pursuant to the exercise of the warrants, or in privately negotiated purchases or otherwise, and may also, depending on then current circumstances, dispose of all or a portion of the common shares, warrants or any other securities of the Company it acquires, in one or more transactions, in each case to the extent then permitted by applicable law.

The manager of the Fund has delegated its investment management responsibilities with respect to the Fund to Polygon Global Partners LP, which in turn has further delegated such investment management responsibilities to its affiliate, Polygon Global Partners LLP ("PGP LLP"), a limited liability partnership formed under English law. PGP LLP is an investment manager of the Fund with disposition and voting control over the Fund's investments. Each of PGP LP and PGP LLP are indirect subsidiaries of Tetragon Financial Group Master Fund Limited ("TFGMF"), which through a feeder fund owns the majority of the equity of the Fund. TFGMF is a subsidiary of Tetragon Financial Group Limited, a Guernsey closed-end company traded on the Euronext Amsterdam N.V. that is ultimately controlled by Reade Griffith and Paddy Dear.

This news release is being issued under the early warning provisions of Canadian provincial securities legislation. The Fund is filing an early warning report on the Company's profile on SEDAR at www.sedar.com. A copy of the early warning report can be obtained by contacting: Michael Adams at Polygon Global Partners LP, telephone number: 212-359-7300.

Polygon Mining Opportunity Master Fund is an investment fund that invests primarily in the equity securities of global mining companies and aims to capitalize on the fundamental expertise of its investment team. The fund favors a concentrated and heavily researched long/short portfolio.

For further information on the Fund, please contact the investor relations team at ir@polygoninv.com.

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