Caza Gold Corp.
TSX VENTURE : CZY
FRANKFURT : CZ6

Caza Gold Corp.

December 30, 2014 17:33 ET

Caza Closes US$3.8 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 30, 2014) - Brian Arkell, CEO and President of Caza Gold Corp. (the "Company" or "Caza") (TSX VENTURE:CZY)(FRANKFURT:CZ6), is pleased to announce that the Company has closed its non-brokered private placement of US$3.8 million and finalized the purchase of the Los Andes gold project in Nicaragua.

Closing of US$3,800,000 Private Placement

Pursuant to an investment agreement (the "Investment Agreement") with Polygon Mining Opportunity Master Fund ("Polygon") dated December 18, 2014, the Company has issued to Polygon 88,160,000 units at a price of CAD$0.05 per unit, for gross proceeds of US$3.8 million. Please see the Company's news release dated December 19, 2014 for further details of the Investment Agreement. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of CAD $0.05 per share during the warrant's five-year term. All securities issued in connection with this private placement are subject to a four-month hold period.

The Company has repaid the Polygon loans of CAD$200,000 and US$600,000 plus all accrued interest out of the private placement proceeds. The balance of the proceeds will be used for working capital purposes.

Polygon is a "Control Person" and "related party" of the Company (as defined by securities legislation) and now holds 109,502,499 common shares (78.9% of Caza's issued and outstanding share capital) and 109,160,000 warrants.

Issuance of Shares to INECOSA

The Company has issued 7,060,000 common shares at a deemed value of CAD$0.05 per share (for a total deemed value of approximately US$300,000) to shareholders of Inversiones Ecologicas S.A. ("INECOSA"). The shares are subject to a four-month hold period.

The Company had entered into a property purchase agreement (the "Purchase Agreement") with INECOSA with respect to the Company's right to acquire a 100% interest in the Los Andes Gold Project. The Purchase Agreement, which amended and superseded an earlier option agreement, required the Company to finalize the purchase of the Los Andes Gold Project by issuing 7,060,000 shares to INECOSA and making a final payment of US$300,000 to INECOSA shareholders upon the successful transfer of title to the Company of the Los Andes Gold Project (along with certain other mineral properties staked by INECOSA on behalf of the Company). Please refer to the Company's news release of December 19, 2014 for further details of the Purchase Agreement.

About Caza Gold

Caza Gold Corp. is a Greenfields exploration company focused on discovering new gold deposits in Nicaragua. The Company controls a large land position in the highly prospective but largely undeveloped gold belts of Nicaragua. Caza Gold has developed a large portfolio of projects in Nicaragua, including the Los Andes gold-silver project and the Piedra Iman copper-gold project.

CAZA GOLD CORP.

Brian Arkell, 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.

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