GCM Mining : and Aris Gold Combine to Create a Leading Americas Gold Producer

NEWS RELEASE

GCM Mining and Aris Gold Combine to Create a

Leading Americas Gold Producer

7/25/2022

Creates a company with larger scale and signi

Substantial combined gold reserve of 3.8 Moz and resource base of 18.3 Moz Measured & Indicated and 7.7

Moz Inferred 1

Strengthened mine-building, operating and

Streamlined corporate structure with direct realizable synergies

No premium, all-share business combination

TORONTO and VANCOUVER, Canada, July 25, 2022 (GLOBE NEWSWIRE) -- GCM Mining Corp. (GCM) (TSX: GCM;

OTCQX: TPRFF) and Aris Gold Corporation (Aris Gold) (TSX: ARIS; OTCQX: ALLXF) announce they have entered into a

deagreement (the Arrangement Agreement) under which GCM will acquire all the outstanding Aris Gold

shares not already held by GCM (the Transaction). The resulting entity will be named Aris Gold Corporation and will

be led by Ian Telfer as Chair and Neil Woodyer as CEO and Director.

Ian Telfer, Aris Gold Chair, stated: "The combined group creates a top-in-class company with multiple tier one

assets. After Aris Gold became operator of the Soto Norte joint venture, joining forces with GCM became a logical

next step. Our increased scale will also broaden our future opportunities to continue building a +1 million ounce

producer over the next few years."

Sera Iacono, Executive Chair of GCM, stated: "Each team has unique strengths with GCM being the Colombian

leader for responsible, sustainable mining practices. Together with Aris Gold's Board and management, the

combined group brings a track record of building sizable and successful mining companies; this transaction further

diversi the company's portfolio and reaColombia as an area of focus. While I am stepping down from a

day-to-day executive role, I will remain a director and advisor on matters in Colombia as well as an enthusiastic

securityholder."

Neil Woodyer, CEO of Aris Gold, stated: "We are building a gold mining business with scale, casha strong

position with US$397 million of cash and US$260 million of additional committed funding, and a high-

quality growth pipeline. Our teams are well known to each other, and together we will optimize the delivery of the

growth projects to unlock shareholder value."

Under the terms of the Transaction, all the outstanding Aris Gold shares not held by GCM will be exchanged at a

ratio of 0.5 of a common share of GCM for each common share of Aris Gold (the Exchange Ratio). The Exchange

Ratio was determined at-market giving consideration to the 10-day and 20-day volume weighted average prices on

the TSX for each of GCM and Aris Gold for the period ended July 22, 2022. Both the GCM and Aris Gold Boards of

Directors (other than certain interested directors) have approved the terms of the Arrangement Agreement, and all

of the directors and oof both GCM and Aris Gold have entered into binding voting support agreements in

favour of the Transaction, representing in aggregate 3.0% of GCM's issued shares and 9.0% of Aris Gold's issued

shares.

Transaction highlights

Creates the top-of-the-class company among junior producers and the largest gold company in Colombia,

with diversi

Experienced Board of Directors and management team with a track record of building value in the gold sector

Brings together teams with unmatched experience in Colombia and extensive project development and mine

building expertise

Strong	position to de-risk growth projects, with combined cash and committed funding of US$657
million2 and free cash	generation from the Segovia Operations (US$84 million on a 12-month trailing
basis to March 31, 2022)3

Estimated G&A cost savings of US$10 million per year through the reduction of duplicative public company

expenses and rationalizing other expenses

No premium transaction that simpli

Substantial long-termre-rating potential, with share price upside from enhanced market visibility, trading

liquidity, access to capital, and reduced cost of capital

Board of Directors

The Board of Directors of the resulting entity will have nine members, with Ian Telfer as Chair and Daniela

Cambone, David Garofalo, Mónica de Grei Sera Iacono, Peter Marrone, Hernan Martinez, Attie Roux and Neil

Woodyer as members.

Mónica de Grei is new to the Aris Gold team and is a former Board Member of GCM, from 2018 to 2020, when she

left to accept the position of Colombian Ambassador to Kenya. She has held positions in both the public and private

sectors, including Minister of Justice for the Republic of Colombia and Vice Minister of Mines and Energy. Ms. de

Grei is a former member of the Board of Directors of the United Nations Global Compact, the world's largest

corporate sustainability initiative.

Management team

The combined group will be led by Neil Woodyer as CEO and the corporate o e will be based in Vancouver,

Canada. Both Lombardo Paredes, CEO of GCM, and Mike Davies, CFO of GCM, will retire from their roles with GCM.

Sera Iacono will step back from an executive role but will continue as a member of the Board of Directors and

an advisor on matters in Colombia.

Building a globally relevant, sustainable gold producer

The combined group will have a balanced mix of production, development, and exploration assets across the

Americas with proven and probable mineral reserves of 3.8 million ounces of gold, measured and indicated mineral

resources of 18.3 million ounces of gold, inclusive of mineral reserves, and inferred mineral resources of 7.7 million

ounces of gold.4

Segovia Operations (Antioquia, Colombia): a high-grade underground mining district that produced 206,389

ounces of gold in 2021. Operations at Segovia have been ongoing for over 150 years and there is a well-

established history of mineral resource and reserve replacement. The Segovia Operations include the

purchase of mined material from small-scale miners, which are described in the Segovia Technical Report5

and represented about 16% of 2021's gold production, as part of an industry-leading Colombian program for

the integration of informal small-scale miners into the supply chain, with added environmental, social and

security bene

Marmato Mine (Caldas, Colombia): a historic producing underground gold mine currently undergoing a

modernization and expansion program, which includes the construction of a new decline, mine workings,

4,000 tpd carbon in pulp processing plant and dry stack tailings facilities. The Pre-Feasibility Study disclosed in

the Marmato Technical Report estimates production of 175,000 ounces per year (oz/yr) from the optimized

Upper Mine and the Lower Mine expansion project.5

Toroparu Project (Cuyuni-Mazaruni, Guyana): an advanced stage open pit and underground gold project with

estimated average gold production of 225,000 oz/yr over a 24-year mine life, as described in the Preliminary

Economic Assessment (PEA) disclosed in the Toroparu Technical Report.6 Located approximately 50

kilometres southwest of the recently constructed Aurora gold mine, Toroparu is one of the largest

undeveloped gold projects in the Americas and provides the combined company with a foothold in the

emerging and highly prospective Central Guiana Shear Zone.5

Soto Norte Project (Santander, Colombia): a large-scalefeasibility-stage underground gold project undergoing

permitting and licensing. In April 2022, Aris Gold became the operator of the Soto Note joint venture and is

leading a new and reframed environmental permitting process. The Feasibility Study disclosed in the Soto

Norte Technical Report estimates average gold production of 450,000 oz/yr over the steady state production

years. Upon exercising its option to increase its joint venture ownership interest from 20% to 50%, the

attributable gold production to Aris Gold would be 225,000 oz/yr.5

Juby Project (Ontario, Canada): an advanced stage gold project with an open pit mineral resource located in

the Abitibi greenstone belt.

While the combined company embarks on delivering its growth projects, the Board of Directors of the combined

company is expected to initially adopt a no-dividend policy based on the strategic principle that internal cash

generation is best deployed to advance high-return growth opportunities within the company.

Terms of the Transaction

On closing, GCM shareholders and Aris Gold shareholders (taking into consideration the 44.3% of Aris Gold

currently held by GCM) are expected to own, on a diluted in-the-money basis, approximately 74% and 26% of the

combined group, respectively.

The Arrangement Agreement includes customary transaction protection terms. GCM and Aris Gold have agreed to

not solicit any alternative transactions and each party has the right to match any superior competing o with a

reciprocal Transaction termination fee of US$6 million to be paid in certain circumstances.

The material conditions to completion of the Transaction include:

Approval by Aris Gold's shareholders, with greater than 66 2/3% approval threshold and approval of

disinterested minority shareholders.

Approval by GCM's shareholders, with greater than 50% approval threshold.

Receipt of all required governmental and regulatory approvals including TSX and Colombian anti-trust

approvals.

Other customary conditions.

It is anticipated that both the GCM and Aris Gold shareholder meetings will take place in mid September 2022, and

completion of the Transaction is expected to occur promptly thereafter.

GCM Board of Directors' recommendation

The Board of Directors of GCM determined it was advisable to establish a special committee of the independent

directors of GCM (the GCM Special Committee), comprising Robert Metcalfe, De Lyle Bloomquist, Belinda Labatte

and Jaime Perez Branger to, among other things, review and evaluate the merits of the proposed Transaction and

to consider such materials and information needed, including an independent fairness opinion, and to make a

recommendation to the Board of Directors of GCM in respect of the proposed Transaction.

The GCM Special Committee and the Board of Directors of GCM received a fairness opinion from its co-

advisors, National Bank Financial Inc. (National Bank) and Stifel Nicolaus Canada (Stifel GMP) that, based upon and

subject to the respective assumptions, limitations, quali	of and other matters set forth in connection with
the preparation of such opinion, the Transaction is fair, from a	point of view, to GCM (the GCM Fairness
Opinions).

Following the report and favourable recommendation of the GCM Special Committee, the Board of Directors of

GCM (other than certain interested directors) approved the Transaction and determined to recommend approval of

the Transaction to the GCM shareholders. In addition, all of the directors and oof GCM have entered into

binding voting support agreements with Aris Gold and GCM under which such individuals have agreed to support

the Transaction and vote their GCM shares in favour of the Transaction.

A copy of the GCM Fairness Opinions, the factors considered by the GCM Special Committee and the Board of

Directors of GCM and other relevant background information will be included in the management information

circular and related documents that are expected to be delivered to the GCM shareholders in connection with a

special meeting of GCM shareholders to be called to consider and approve the Transaction,	with the applicable
Canadian securities regulatory authorities and made available on GCM's SEDAR pro	at www.sedar.com, and
posted on GCM's website at http://www.gcm-mining.com/.

Aris Gold Board of Directors' recommendation

As of today, GCM beneowns 60,991,545 Aris Gold shares representing approximately 44.3% of the issued

and outstanding Aris Gold shares. GCM is considered a "related party" of Aris Gold and the Transaction is a