Caza Gold Corp.

TSX VENTURE : CZY
FRANKFURT : CZ6
OTCQX : CZGDF


Caza Gold Corp.

December 13, 2013 17:40 ET

Caza Gold Completes Special General Meeting on December 11, 2013 and Closes Investment With Polygon Mining Opportunity Master Fund ("Polygon")

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 13, 2013) - Greg Myers, CEO and President of Caza Gold Corp. (the "Company") (TSX VENTURE:CZY)(FRANKFURT:CZ6)(OTCQX:CZGDF), is pleased to announce that, further to its previous news releases of October 29 and November 13, 2013, the Company held its Special General Meeting of the Company's shareholders (the "SGM") on Wednesday, December 11, 2013. At the SGM, the Company's shareholders approved all matters presented at the SGM. The Company received shareholder approval to the following matters:

  • By way of a special resolution, approval of the consolidation of all of the Company's issued and outstanding common shares on the basis of three (3) old common shares for one (1) new common share (the "Consolidation"). There has been no change in the Company's name. The new CUSIP number for the Company's common shares is 149798308;
  • By way of a disinterested ordinary resolution, the shareholders approved its Investment Agreement with Polygon, the related private placement and the resulting creation of a new Control Person. The Company has issued to Polygon, 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. Each Unit consists of one common share and one share purchase warrant exercisable for three years at C$0.24 per share, with an expiry date of December 13, 2016. All securities issued are subject to a hold period of four months plus one day, ending on April 14, 2014;
  • By ordinary resolution, approval of an increase in the number of directors from five to seven directors, and the election of Michael J. Humphries and Michael T. Adams to the Board of Directors of the Company.

The issued and outstanding share capital of the Company is now 40,659,805 common shares on a post-consolidation basis and the Company has a total of 21,214,167 outstanding warrants. The Company and the Board welcome Mr. Humphries and Mr. Adams to the Company and are looking forward to working with them in the continued exploration of its Nicaraguan mineral properties.

The 2014 exploration program will focus on advancing the Los Andes and San Francisco properties with activities beginning in January. Plans are underway to complete a geophysical survey over the targets followed by a drilling program to test two gold targets not previously drilled during the 2012 program. Access agreement completion and road construction are targeted to begin in January 2014. The geophysical surveys and subsequent drilling program will begin as soon as scheduling can be finalized. Geophysical survey results in conjunction with geochemical results, structural and alteration mapping will further identify the drilling locations. A dedicated budget of approximately C$1.5 million will be set aside from the proceeds to complete the exploration program.

Following the closing of the transaction with Polygon, Anthony Hawkshaw submitted his resignation as a Director of the Company. We want to thank Tony for his services and wish him the best with his other commitments.

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, PhD, P. Geo, 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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