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ARIS GOLD ANNOUCES SHAREHOLDER AND COMPETITION APPROVALS OF THE BUSINESS COMBINATION WITH GCM MINING TO CREATE ARIS MINING

·4 min read

VANCOUVER, BC, Sept. 19, 2022 /CNW/ - Aris Gold Corporation (Aris Gold) (TSX: ARIS) (OTCQX: ALLXF) announces today that shareholders of Aris Gold have voted in favour of the business combination with GCM Mining announced on July 25, 2022 to create Aris Mining. Aris Gold has also received final authorization from the Superintendency of Industry and Commerce (SIC), the Colombian competition regulator. Aris Mining will be a gold producer with two producing mines, two advanced development projects, and an advanced stage exploration project in the Americas.

Aris Gold Corporation Logo (CNW Group/Aris Gold Corporation)
Aris Gold Corporation Logo (CNW Group/Aris Gold Corporation)

At the meeting, 108,882,097 shares were voted, representing 79% of the issued shares of Aris Gold, as detailed in the table below.


Votes for

Votes against

number

%

number

%

Shareholder approval

108,792,514

99.92 %

89,583

0.08 %

Minority approval (excluding votes required to be
excluded pursuant to Multilateral Instrument 61-
101 – Protection of Minority Security Holders in 
Special Transactions
)

46,260,807

99.81 %

89,583

0.19 %

 

The transaction is expected to close on September 26, 2022, subject to the satisfaction or waiver of certain customary closing conditions. Upon the transaction closing and pursuant to section 288 of the Business Corporations Act (British Columbia), GCM Mining will continue under the name Aris Mining Corporation and Aris Gold will amalgamate with 1373945 B.C. Ltd. to form Aris Mining Holdings Corp., which will be a wholly owned subsidiary of Aris Mining Corporation.

About Aris Gold

Aris Gold is a Canadian mining company listed on the TSX under the symbol ARIS and on the OTCQX under the symbol ALLXF. The Company is led by an executive team with a demonstrated track record of creating value through building globally relevant gold mining companies. In Colombia, Aris Gold operates the 100%-owned Marmato mine, where a modernization and expansion program is under way, and as of April 12, 2022, operates the Soto Norte joint venture, where environmental licensing is advancing to develop a new gold mine. Aris Gold also owns the Juby project, an advanced exploration stage gold project in the Abitibi greenstone belt of Ontario, Canada. Aris Gold plans to pursue acquisition and other growth opportunities to unlock value creation from scale and diversification.

Additional information on Aris Gold can be found at www.arisgold.com and www.sedar.com.

Forward-looking Information

This news release contains "forward-looking information" or "forward-looking statements" within the meaning of Canadian securities legislation. All statements included herein are forward-looking, other than statements of historical fact, including without limitation statements relating to the expected closing date of the transaction, the ability of the parties to satisfy the conditions to closing the transaction, the benefits to be derived from the transaction with GCM Mining and the prospective opportunities as a combined group. Generally, the forward-looking information and forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "  "is expected", , or "will continue", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking information and forward-looking statements, while based on management's best estimates and assumptions, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements Aris Gold and, upon closing of the transaction, Aris Mining to be materially different from those expressed or implied by such forward-looking information or forward-looking statements, including the risk factors identified in the Joint Management Information Circular dated August 16, 2022 of GCM Mining and Aris Gold and the documents incorporated by reference therein, which is available on SEDAR at www.sedar.com. Such factors include, among others, exercise of any termination rights under the related arrangement agreement, meeting other conditions in such arrangement agreement, material adverse effects on the business, properties and assets of GCM Mining or Aris Gold and whether any superior proposal will be made.

Although Aris Gold has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information and forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information or statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information or statements. The forward-looking statements and forward-looking information are made as of the date hereof and Aris Gold disclaims, except as required by applicable securities laws, any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements or forward-looking information contained herein to reflect future results. Accordingly, readers should not place undue reliance on forward-looking statements and information.

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SOURCE Aris Gold Corporation

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