Tis rigor and not law

The Juby rip-off: Homework

Your required background reading is this, the May 21st NR out of Caldas Gold (CGC.v), what with it being the deal in question. It also gives us the corporate role call, which is useful and we’ll get to the names behind those companies in a while. For today, please notice the way the “SARC is needed in this deal” message is implied. Hint on what is to come: It wasn’t.

Caldas Gold to Acquire Juby Project in Abitibi Greenstone Belt in Ontario, Canada

TORONTO, May 21, 2020 (GLOBE NEWSWIRE) — Caldas Gold Corp. (the “Company” or “Caldas Gold”) (TSX-V: CGC) is pleased to announce that it has entered into a definitive agreement (the “Acquisition Agreement”) pursuant to which Caldas Gold will acquire all of the issued and outstanding shares of privately-held South American Resources Corp. (“SARC”), to be effected by way of a three-cornered amalgamation between Caldas Gold, SARC and a wholly-owned subsidiary of Caldas Gold (the “Transaction”). Pursuant to the terms of the Acquisition Agreement, Caldas Gold will issue twenty million common shares of the Company (the “Consideration Shares”) to current shareholders of SARC. Certain shareholders of SARC have entered into voluntary lock-up agreements with SARC pursuant to which such security holders, holding approximately 87% of the Consideration Shares, have agreed to voluntarily lock-up their Consideration Shares for a period of two years from the closing date of the Transaction.

SARC is party to an acquisition agreement pursuant to which SARC will acquire certain mining exploration assets in Northeastern Ontario (the “Juby Acquisition”) held by Lake Shore Gold Corp. (“LSGC”), a wholly owned subsidiary of Pan American Silver Corp. The mining exploration assets comprise a 100% interest in the Juby Project. In addition, SARC is party to an acquisition agreement pursuant to which it will acquire from LSGC a 25% joint venture interest in certain claims adjoining the Juby Project (the “Knight JV Acquisition”). The completion of the Transaction is conditional on, among other things, the completion by SARC of the Juby Acquisition and the Knight JV Acquisition. Caldas Gold will be responsible for funding the cash payment of US$9.5 million due to LSGC on closing of the Juby Acquisition and the cash payment of US$0.5 million due to LSGC on closing of the Knight JV Acquisition.

The Juby Project is an advanced exploration-stage gold project located in Ontario, Canada, approximately 15 km west-southwest of the town of Gowganda and 100 km south-southeast of the Timmins gold camp within the Shining Tree area in the southern part of the Abitibi greenstone belt. Over 14,000 acres are controlled through the patented claims of the Juby Project covering 10 km strike length on the mineralized trend.

The Transaction has been unanimously approved by each of the boards of directors of Caldas Gold and SARC. It is anticipated that Gran Colombia Gold Corp. will complete a private placement with Caldas Gold prior to the closing of the Transaction to fund the completion of the Juby Acquisition and the Knight JV Acquisition.

The closing of the Transaction is subject to customary closing conditions for a transaction of this nature including, among other things, the listing of the Consideration Shares on the TSX Venture Exchange (“TSX-V”). The closing of the Transaction is expected to occur on or about June 15, 2020.

A copy of the Acquisition Agreement will be filed by Caldas Gold with the Canadian securities regulators and will be available for viewing on the Company’s profile on SEDAR at www.sedar.com. A description of the Acquisition Agreement will also be set forth in Caldas Gold’s material change report to be filed on SEDAR.

About SARC

SARC is party to an acquisition agreement pursuant to which it will acquire mining exploration assets comprising a 100% interest in the Juby Project, located in Northeastern Ontario. In addition, SARC is also party to an acquisition agreement pursuant to which it will acquire a 25% joint venture interest in certain claims adjoining the Juby Project.

About Caldas Gold

Caldas Gold is a Canadian junior mining company currently advancing a prefeasibility study for a major expansion and modernization of its underground mining operations at its Marmato Project in the Department of Caldas, Colombia with mineral resources of 2.0 million ounces of gold in the Measured and Indicated categories and 3.3 million ounces in the Inferred category. A Preliminary Economic Assessment study (Preliminary Economic Assessment Report, Marmato Project, Colombia, dated February 6, 2020 completed by SRK Consulting (U.S.), Inc.) is available on the Company’s SEDAR profile at www.sedar.com.


    This has to be probably the richest deal flip in recent times. SARC did maybe 3-4 months work tops in negotiation and due diligence on a non-core asset. No need for advisors. It’s a very simple deal. Total transaction costs would be minimal, $30,000 legals. $50,000 technical due diligence. A junior project deal. Then they just flip the whole thing to Caldas for 20 million shares worth $48 million! And that’s more than the project deal is even worth! Thats how you print money.


      You’re half right.
      Yes, this does appear to be the best flip of all time for SARC – and its owners… who are???? Gee I wonder…

      Where you’re wrong is the assumption that there was a dollar spent in due diligence. This deal was a set up (scam) to make insiders rich while shareholders of Caldas and Pan American hold the bag. Looking forward to more details from IKN…. oooohhh the drama!!! He is on a roll lately.


    LOL! Thanks for the clarification. This is far worse than I thought!


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