Cautivo Mining Announces Closing of Previously Announced Non-Brokered Private Placement

08/30/19

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Aug. 30, 2019 /CNW/ - Cautivo Mining Inc. (CSE:CAI) ("Cautivo" or the "Corporation") is pleased to announce the closing of its previously announced U.S.$1.5 million non-brokered private placement of common shares (the "Offering").

The Offering was fully subscribed by Arias Resource Capital Fund II L.P. and Arias Resource Capital Fund II (Mexico) L.P. (together, "ARC Fund II"), who received 18,832,023 common shares and 1,068,476 common shares, respectively.

The Offering closed at a price of C $0.10 per common share, which represents an approximate 10% discount to the closing price on August 12, 2019. As a result of the closing of the Offering, ARC Fund II's ownership has increased from around 81% to approximately 92% of the issued and outstanding common shares of the Corporation. The shares issued in the Offering are subject to a hold period. 

As previously announced, the sale of shares to ARC Fund II constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The sale of shares to ARC Fund II was exempt from the formal valuation and minority shareholder approval requirements of MI 61- 101, as neither the fair market value of the shares distributed in the Offering nor the consideration received for those shares exceeded C $2.5 million and both of the Corporation's independent directors approved the Offering.

About Cautivo

Cautivo is an exploration company focused on acquiring, exploring and, if warranted, developing gold, silver, copper, zinc and lead mineral properties. The Las Lomas Project comprises the main asset of the Corporation. The Las Lomas Project consists of 58 existing or pending mining concessions totaling 34,429 ha, located in the Department of Piura in northern Peru, near the Ecuador border. Other assets of Cautivo are 7 mining concessions totaling 3,000 hectares in the La Libertad Region of Peru. Cautivo's mining concessions are still in early-stage exploration and thus lack any reserve or resource estimation yet. The common shares of Cautivo trade on the Canadian Securities Exchange under the symbol "CAI".

Forward-Looking Information and Statements

This news release contains certain forward-looking information and statements (collectively referred to herein as "Forward-Looking Statements") within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify Forward-Looking Statements.

Forward-Looking Statements are based on a number of expectations or assumptions, which have been used to develop such information and statements but which may prove to be incorrect. Although the Corporation believe the expectations and assumptions reflected in such Forward-Looking Statements are reasonable, undue reliance should not be placed on Forward-Looking Statements because Cautivo can give no assurance that such expectations and assumptions will prove to be correct. The Forward-Looking Statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such information and statements, including the assumptions made in respect thereof, involve known and unknown risks, uncertainties and other factors, which may cause actual results or events to differ materially from those anticipated in such Forward-Looking Statements, including, without limitation, (i) those risks listed under the heading "Risk Factors" in the Company's Interim MD&A dated May 30, 2019 and Final Prospectus dated July 10, 2017 (ii) other risks, which are beyond the control of the Corporation. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the Forward-Looking Statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the Forward-Looking Statements contained in this news release.

The Forward-Looking Statements contained in this news release speak only as of the date of this news release, and the Corporation does not assume any obligation to publicly update or revise any of the included Forward-Looking Statements, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.

SOURCE Cautivo Mining Inc.