ARC Fund II Increases Stake in Cautivo Mining Inc.

/FOR DISSEMINATION IN CANADA AND OVER CANADIAN NEWS SERVICES ONLY/

TORONTO, Sept. 12, 2019 /CNW/ - Arias Resource Capital Fund II L.P. ("ARC II"), a Cayman Islands exempted limited partnership, and Arias Resource Capital Fund II (Mexico) L.P., an Ontario limited partnership ("ARC Mexico"), announced that they, in the aggregate, acquired 19,900,499 common shares ("Shares") in the capital of Cautivo Mining Inc. ("Cautivo"), in connection with the completion of a U.S.$1.5 million non-brokered private placement of Shares on August 30, 2019 by Cautivo (the "Offering"), previously announced by way of a press release by Cautivo dated August 14, 2019 pertaining to the Offering, among other matters. In connection with the closing of the Offering, ARC II acquired 18,832,023 Shares and ARC Mexico acquired 1,068,476 Shares at a price of CAD$0.10 per Share.  As a result of the closing of the Offering, combined ownership of ARC II and ARC Mexico (together "ARC Fund II") increased from around 81% to approximately 92% of the issued and outstanding Shares of Cautivo.

ARC II, ARC Mexico and Arias Resource Capital Fund L.P. ("ARC I", and together with ARC II and ARC Mexico, the "ARC Funds") are managed by Arias Resource Capital Management L.P. ("ARCM"). The respective general partner of each of the ARC Funds retains the power to make investment and voting decisions in respect of the securities (including the Shares) beneficially owned by the ARC Funds.  J. Alberto Arias is the sole director of each of the general partners of the ARC Funds and indirectly controls ARCM.  As such, J. Alberto Arias may be deemed to share voting and dispositive power with respect to the Shares beneficially owned by the ARC Funds and ARCM, but he disclaims any beneficial ownership of any such securities, except to the extent of his pecuniary interest therein.

Following the completion of the Offering, the ARC Funds' and ARCM's aggregate proportionate interest in Cautivo increased from 87.62% to 94.65%, as follows:

	Pre-Shares Offering Closing		Post-Shares Offering
	Number of Shares (#)	Percentage Ownership (%)	Number of Shares (#)	Percentage Ownership (%)	Change in Percentage Ownership (%)
ARC I	1,054,439	6.96	1,054,439	3.01	-3.95
ARC II	11,563,053	76.28	30,395,076	86.70	+10.42
ARC Mexico	656,132	4.33	1,724,608	4.92	+0.59
ARCM	8,137	0.05	8,137	0.02	-0.03
TOTAL:	13,281,761	87.62	33,182,260	94.65	+7.03

 

The foregoing percentages were calculated based on 35,058,728 Shares issued and outstanding as at August 30, 2019 (after giving effect to the Offering) and 15,158,229 Shares issued and outstanding immediately prior to giving effect to the Offering.

ARC II and ARC Mexico acquired the additional Shares for investment purposes. The ARC Funds may, from time to time, acquire additional securities of Cautivo and/or dispose of such securities as they may deem appropriate. Other than with respect to the Going-Private Transaction (as defined below), the ARC Funds and ARCM currently have no other plans or intentions that relate to or would result in any of the actions listed in Items 5 (a) to (k) of Form 62-103F1 – Required Disclosure Under the Early Warning Requirements, but depending on market conditions, general economic and industry conditions, trading prices of Cautivo's securities, Cautivo's business, financial condition and prospects and/or other relevant factors, the ARC Funds may develop such plans or intentions in the future.

As disclosed by Cautivo on August 14, 2019 by means of a news release, ARC Fund II has advised the board of directors of the Corporation that ARC Fund II intends to propose a going-private transaction (the "Going-Private Transaction") in order to eliminate the Corporation's financial and management burden of operating as a reporting issuer.

No definitive agreement or other documentation has been entered into with respect to the Going-Private Transaction and the proposal made by the ARC Fund II remains a proposal only.

This news release has been disseminated in accordance with the early warning requirements of securities laws of each of the provinces and territories of Canada (other than Québec).

The dissemination of this release in the United States or to any United States news service may constitute a violation of U.S. securities laws.

SOURCE Arias Resource Capital Fund II L.P.

please contact: J. Alberto Arias, Director, phone: [phone] / e-mail: [email protected].