(GCM Mining, 26.Sep.2022) — GCM Mining Corp. (GCM Mining) (TSX: GCM) (OTCQX: TPRFF) and Aris Gold Corporation (TSX: ARIS) (OTCQX: ALLXF) have completed the business combination previously announced on 25 July 2022.
The combined entity has been renamed Aris Mining Corporation and operates several high-grade underground mines at its Segovia Operations and the Marmato Mine, which together produced 230,000 ounces of gold in 2021. Aris Mining also owns two advanced development projects, the Marmato Lower Mine expansion and Toroparu Project, and is the operator and 20% shareholder of the Soto Norte joint venture, a large-scale underground project advancing its environmental permitting.
Neil Woodyer, CEO of Aris Mining, stated: “Over the past 18 months, our team has completed three transactions that have resulted in the creation of Aris Mining. We have an attractive mix of production, cash flow and near-term growth projects, all of which are supported by sizable mineral reserves or resources and strong financial, technical, and operating teams. Within Colombia, we are integrating the teams at Segovia and Marmato. The Segovia Operations incorporates an industry-leading artisanal small miner program that has enhanced relations with the local community and improved the environment by eliminating the use of mercury and the discharge of tailings into waterways, and we look forward to expanding these opportunities for both the Marmato and Soto Norte communities. We will continue to strengthen stakeholder engagement to deliver mining projects which promote local development and are aligned to best environmental practices.”
The Board of Directors and leadership team of Aris Mining are as follows:
| Board of Directors | Executive Team | |||||
| Ian Telfer | Chair | Neil Woodyer | CEO | |||
| Daniela Cambone | Director | Doug Bowlby | EVP and CFO | |||
| David Garofalo | Director | Richard Thomas | COO | |||
| Serafino Iacono | Director | Tyron Breytenbach | SVP, Capital Markets | |||
| Peter Marrone | Director | Pamela De Mark | SVP, Technical Services | |||
| Hernan Martinez | Director | John Mussett | SVP, Projects | |||
| Attie Roux | Director | Ashley Baker | General Counsel and Corp. Secretary | |||
| Neil Woodyer | Director | Robert Eckford | Head of Finance | |||
| Meghan Brown | VP, Investor Relations |
Aris Mining expects to welcome Mónica de Greiff as a member of the Board of Directors in early October 2022.
Aris Mining has approximately $352mn of cash, free cash flow generation from the Segovia Operations, and approximately $260mn of additional committed funding from precious metals stream agreements available to fund growth projects(1). Aris Mining has proven and probable mineral reserves of 3.8 million ounces of gold, measured and indicated mineral resources of 18.3 million ounces of gold, inclusive of mineral reserves, and inferred mineral resources of 7.7 million ounces of gold. See Tables 1, 2, and 3 in the Appendix for details.
A new corporate website has been launched at www.aris-mining.com which contains information on Aris Mining’s mines and projects, along with information about the Board of Directors, management team and approach to corporate governance and sustainability.
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1. See the Pro Forma Consolidated Financial Information contained in the Joint Management Information Circular dated 16 August 2022
Transaction and Trading Symbol Updates
At closing, GCM Mining was renamed Aris Mining Corporation and Aris Gold amalgamated with 1373945 B.C. Ltd. to form Aris Mining Holdings Corp. (Aris Holdings), which is now a wholly owned subsidiary of Aris Mining.
Aris Mining now has approximately 136.1 million issued and outstanding common shares, inclusive of the new common shares issued to acquire Aris Gold. Aris Mining common shares (Aris Mining Shares) that are listed on the Toronto Stock Exchange (TSX) under the symbol GCM are expected to commence trading on the TSX under the symbol ARIS (CUSIP: 04040Y109) and on the OTCQX under the symbol TPRFF, at the open of markets on Wednesday, 28 September 2022. Concurrently, the Aris Mining warrants that are listed on the TSX under the symbol GCM.WT.B are expected to commence trading on the TSX under the symbol ARIS.WT.B (CUSIP: 0404Y117).
The Aris Gold common shares (Aris Gold Shares) are expected to be de-listed at the close of markets on Tuesday, 27 September 2022. Under the terms of the transaction, each Aris Gold shareholder is entitled to receive 0.5 of an Aris Mining Share for each Aris Gold Share held (the Exchange Ratio). Each Aris Gold warrant and option has been adjusted in accordance with the Exchange Ratio to become exercisable for 0.5 of an Aris Mining Shares in lieu of one Aris Gold Share and are exercisable at their original exercise price. Aris Gold Shares deposited in online trading accounts or similar brokerage accounts are expected to update automatically to reflect the conversion to Aris Mining Shares in accordance with the Exchange Ratio, which is expected to generally occur within two weeks of closing. Aris Gold shareholders who hold physical share certificates or DRS Statements must submit a Letter of Transmittal to the depositary, Odyssey Trust Company, to receive Aris Mining Shares represented by new Aris Mining share certificates or DRS Statements. Additional information regarding the process is available on Aris Mining’s website.
Aris Gold warrants that are listed on the TSX under the symbol ARIS.WT are expected to commence trading on the TSX under the symbol ARIS.WT.A (CUSIP: 04040Y133) at the open of markets on Wednesday, September 28, 2022.
Aris Mining’s 6.875% Senior Unsecured Notes due in 2026 will continue to be traded on the Singapore Exchange under the symbol GCM:CN.
Aris Gold’s 7.5% Senior Secured Gold-linked Notes due in 2027 that are listed on the NEO Exchange under the symbol ARIS.NT.U are now notes of Aris Holdings and will continue to trade on the NEO Exchange. The notes are expected to commence trading under the new symbol AMNG.NT.U (CUSIP: 04041BAA6), at the open of markets on Wednesday, 28 September 2022.
Qualified Person
The technical information in this news release was reviewed and approved by Pamela De Mark, P.Geo, Senior Vice President, Technical Services of Aris Mining, who is a Qualified Person as defined by NI 43-101.
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