GCM Mining and Aris Gold file a joint circular for a

TORONTO and VANCOUVER, British Columbia, Aug. 18, 2022 (GLOBE NEWSWIRE) — GCM Mining Corp. (GCM Mining) (TSX: GCM; OTCQX: TPRFF) and Aris Gold Corporation (Aris Gold) (TSX: ARIS; OTCQX: ALLXF) announce that they have filed the joint management information circular and related meeting materials in connection with their respective special meetings of shareholders to be held on September 19, 2022. The purpose of these meetings is to approve the proposed business combination of GCM Mining and Aris Gold announced on July 25, 2022. The combined entity will continue under the name of Aris Mining Corporation and will be a gold producer with increased scale, increased diversification of operating and project development risks, have a better capital market profile and reduced overhead.

Pursuant to the transaction, Aris Gold shareholders will receive 0.5 GCM Mining shares for each Aris Gold share held. At closing, based on the respective share values ​​on the transaction announcement date, the shareholders of GCM Mining and Aris Gold (excluding the 44% of Aris Gold shares held by GCM Mining) will own approximately 74% and 26% of the combined entity. , respectively, on an in-the-money diluted basis.

The board of directors of GCM Mining and the board of directors of Aris Gold have unanimously approved the transaction and recommend that shareholders vote in favor of the transaction at their respective meetings.

On August 16, 2022, Aris Gold obtained an interim order from the Supreme Court of British Columbia authorizing the holding of Aris Gold’s special meeting of its shareholders and matters relating to the conduct of the Aris Gold meeting . The mailing of the joint management information circular and related meeting materials will begin soon and shareholders of GCM Mining and Aris Gold should receive them shortly. All meeting documents are available on the GCM Mining website at www.gcm-mining.com and on the Aris Gold website at www.arisgold.com, as well as on the profile of each company on SEDAR at www.sedar.com. GCM Mining and Aris Gold shareholders should carefully review all meeting materials as they contain important information regarding the transaction and shareholders’ rights and privileges thereunder.

Completion of the transaction is subject to customary conditions, including GCM Mining shareholder approval, Aris Gold shareholder approval, final Toronto Stock Exchange approval and other regulatory approvals. The transaction is expected to be finalized before the end of September 2022.

About GCM Mining

GCM Mining is a mid-tier gold producer with a proven track record of building and operating mines in Latin America. In Colombia, the Company is the leading underground producer of high-grade gold and silver with several mines operating in its Segovia operations. Segovia produced 206,389 ounces of gold in 2021. In Guyana, the company is advancing its fully funded Toroparu project, one of the largest undeveloped gold/copper projects in the Americas, which is expected to begin production of more than 200,000 ounces of gold per year in 2024. GCM Mining holds stakes in Aris Gold Corporation (~44%; TSX: ARIS; Colombia – Marmato, Soto Norte; Canada – Juby), Denarius Metals Corp. (~32%; TSX-V: DSLV; Spain – Lomero -Poyatos and Colombia – Guia Antigua, Zancudo) and Western Atlas Resources Inc. (~26%; TSX-V: WA: Nunavut – Meadowbank).

Additional information about GCM Mining is available at www.gcm-mining.com and www.sedar.com.

About Aris Gold

Aris Gold is a Canadian mining company listed on the Toronto Stock Exchange under the symbol ARIS and on the OTCQX under the symbol ALLXF. The company is led by a management team with a proven track record of creating value by building globally significant gold mining companies. In Colombia, Aris Gold operates the wholly-owned Marmato mine, where a modernization and expansion program is underway, and since April 12, 2022, operates the Soto Norte joint venture, where environmental licensing is progressing to develop a new gold mine. . Aris Gold also owns the Juby Project, an advanced-stage gold project in the Abitibi greenstone belt in Ontario, Canada. Aris Gold plans to pursue acquisitions and other growth opportunities to unlock value creation from scale and diversification.

Additional information about Aris Gold is available at www.arisgold.com and www.sedar.com.

Contact information

Aris Gold Aris Gold Attorney at Law
Tyron Breytenbach, SVP Capital Markets Laurel Hill Advisory Group
Meghan Brown, Vice President of Investor Relations toll free North America 1-877-452-7184
+ 778 899 0518 to be picked up outside of North America 1-416-304-0211
[email protected] [email protected]

Forward-looking information

This press release contains “forward-looking information” or “forward-looking statements” within the meaning of Canadian securities laws. All statements included herein are forward-looking, other than statements of historical fact, including, but not limited to, statements relating to: GCM Mining and Aris Gold shareholder approval; the satisfaction of conditions precedent to the transaction; and the timing, receipt and anticipated effects of judicial, regulatory and other consents and approvals. Generally, forward-looking information and forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “planned”, “, “estimates”, “plans”, “intends”, “anticipates” or “does not anticipate”, “will continue” or “believes”, or variations thereof words and expressions or state that certain actions, events or results “may”, “could”, “will”, “might” or “will” be taken, occur or be carried out. Statements regarding mineral resource estimates may also be considered forward-looking information to the extent that it involves estimates of the mineralization that will be encountered.Important factors or assumptions used in making any forward-looking information or statements are disclosed throughout this press release.

Forward-looking information and forward-looking statements, although based on management’s best estimates and assumptions, are subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, the performance or achievements of GCM Mining, Aris Gold and the resulting entity are materially different from those expressed or implied by such forward-looking information or statements

Although GCM Mining and Aris Gold have attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and forward-looking statements, there may be other factors that cause results are not those 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. Forward-looking statements and forward-looking information are made as of the date hereof, and GCM Mining and Aris Gold disclaim any obligation to update such factors or publicly announce the outcome 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.

Source: GCM Mining Corp. and Aris Gold Corporation

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