Polygon Mining Opportunity Master Fund

December 13, 2013 17:40 ET

Polygon Mining Opportunity Master Fund: Acquisition of Securities of Caza Gold Corp.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 13, 2013) - Polygon Mining Opportunity Master Fund (the "Fund"), today announced that it has completed the acquisition of 20,833,333 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 $0.24 per share until December 13, 2016, for an aggregate purchase price of CAD$2,500,000 (the "Investment") by way of private placement pursuant to a definitive investment agreement (the "Investment Agreement") entered into on October 28, 2013 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. Polygon Global Partners LLP ("PGP LLP"), a limited liability partnership formed under English law, is an investment manager of the Fund with disposition and voting control over the Fund's investments.

Pursuant to the Investment and the acquisition of the common shares and warrants thereto, the Fund acquired 20,833,333 common shares and 20,833,333 warrants. Prior to the completion of the Investment, pursuant to a special resolution passed by the shareholders of the Company on December 11, 2013, the capital of the Company was consolidated on the basis of three old common shares for one common share (the "Share Consolidation"). Following the Share Consolidation, and immediately prior to the completion of the Investment, the Fund beneficially owned 509,167 common shares and 166,667 warrants entitling the holder to purchase one common share. Accordingly, the Fund beneficially owned approximately 2.6% of the issued and outstanding common shares of the Company on a non-diluted basis and approximately 3.4% of the issued and outstanding common shares of the Company on a partially-diluted basis (assuming the exercise of the Fund's warrants). The Fund now beneficially owns approximately 52.5% of the issued and outstanding common shares of the Company on a non-diluted basis and, upon exercise of all of the Fund's warrants, approximately 68.7% of the issued and outstanding common shares of the Company on a partially-diluted basis. As noted above, PGP LLP has control or direction over the Fund's investments, including the securities of the Company beneficially owned by the Fund.

Further details relating to the Investment are set out in the Company's press release of October 29, 2013 and the Company's Management Information Circular dated November 5, 2013 (both as filed on the Company's profile at www.sedar.com). The Investment was subject to certain conditions including but not limited to approval of the Company's shareholders (the "Shareholders"). On December 13, 2013, the Company issued a press release (as filed on the Company's profile at www.sedar.com) announcing that the Shareholders approved the Investment and the Share Consolidation. The Company has disclosed that the number of outstanding common shares following the Investment is 40,659,805.

The Fund has acquired the securities of the Company for investment purposes only. Depending on market conditions and other factors deemed 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 (together with PGP LLP, "Polygon"), an affiliate of PGP LLP, which in turn has further delegated such investment management responsibilities to PGP LLP. Each of the Polygon investment managers 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 NYSE Euronext in Amsterdam 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.

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