Gran Colombia Gold Corp. (TSX: GCM; OTCQX: TPRFF) (“Gran Colombia”)
announced today the completion of its acquisition of all of the
issued and outstanding common shares (the “Gold X Shares”) of Gold
X Mining Corp. (TSXV: GLDX) (“Gold X”) not already owned by Gran
Colombia by way of a statutory plan of arrangement (the
“Arrangement”) under the Business Corporations Act (British
Columbia). The Arrangement became effective at 12:01 a.m. (Pacific
Time) on June 4, 2021 (the “Effective Time”). As a result of the
Arrangement, Gold X became a direct, wholly-owned subsidiary of
Gran Colombia and Gran Colombia gained control of the Toroparu Gold
Project located in Guyana, South America.
Serafino Iacono, Executive Chairman of Gran
Colombia, commented: “With the closing of the Gold X acquisition
today, we have created a new mid-tier Latin-American gold producer
with a complementary asset portfolio including the world-class,
free cash flow generating Segovia Operations located in Colombia
and the large, high-growth and substantially de-risked Toroparu
Gold Project in Guyana. On a combined basis1 for Segovia and
Toroparu, our measured and indicated gold resources now total
8,778,000 ounces (256.5 Mt grading 1.06 g/t Au) and we have another
4,359,000 ounces of gold in the inferred category (132.6 Mt grading
1.02 g/t Au). Over the next couple of months, we will be refining
our development options at Toroparu, including an update of the
mineral resource estimate for the Toroparu Project to incorporate
the new geologic model and project optimization that includes the
discovery of continuous high-grade gold bearing structures
extending for at least 3 kilometers in strike and at least 450
meters in depth as recently announced by Gold X. With approximately
US$6 million of cash in Gold X at closing of this acquisition, this
next stage of project evaluation that will lead to an updated
preliminary economic assessment for Toroparu is fully funded. We
are very excited to begin this next chapter, creating value for our
shareholders through our diversified growth platform centered on
these two cornerstone assets and our equity positions in Aris Gold
and Denarius.”
Completion of the
Arrangement
Pursuant to the Arrangement, each holder of Gold
X Shares is entitled to receive 0.6948 of a common share in the
capital of Gran Colombia (a “Gran Colombia Share”) for each Gold X
Share held immediately prior to the Effective Time, (the “Exchange
Ratio”).
As of today, the Company now has 98,287,088
common shares issued and outstanding and a total of approximately
132.1 million common shares on a fully-diluted basis.
With Gold X now a wholly-owned subsidiary of
Gran Colombia, Gran Colombia intends to de-list the Gold X Shares
from the TSX Venture Exchange as soon as practicable. Gran Colombia
also intends to submit an application to the applicable securities
regulators to have Gold X cease to be a reporting issuer and
terminate its public reporting obligations. Prior to the completion
of the Arrangement, Gran Colombia owned, directly or indirectly, or
exercised control or direction over, 9,571,158 Gold X Shares
representing approximately 15% of the issued and outstanding Gold X
Shares prior to the completion of the Arrangement.
Information for Former Gold X
Shareholders
In order to receive Gran Colombia Shares in
exchange for Gold X Shares at the Exchange Ratio, registered
shareholders of Gold X must complete, sign, date and return the
letter of transmittal that was mailed to each Gold X shareholder
prior to the Effective Time. The letter of transmittal is also
available under Gold X’s profile on SEDAR at www.sedar.com.
For those shareholders of Gold X whose Gold X
Shares are registered in the name of a broker, investment dealer,
bank, trust company, trust or other intermediary or nominee, they
should contact such nominee for assistance in depositing their Gold
X Shares and should follow the instructions of such intermediary or
nominee.
Warrants and Options
Pursuant to the Arrangement, all stock options
of Gold X (the “Gold X Options”) were accelerated and exercised
prior to the Effective Time, or, if not exercised, were terminated
at the Effective Time without payment of any consideration to the
holders of such terminated Gold X Options. All share purchase
warrants of Gold X (the “Gold X Warrants”) outstanding immediately
prior to the Effective Time remain outstanding and each Gold X
Warrant shall entitle the holder thereof to receive, upon exercise,
Gran Colombia Shares in accordance with the Exchange Ratio, on and
subject to the terms and conditions of such securities.
Additional Information
Full details of the Arrangement are set out in
the arrangement agreement between Gran Colombia and Gold X dated
March 14, 2021, which has been filed by Gran Colombia and Gold X
under their respective profiles on SEDAR at www.sedar.com. In
addition, further information regarding the Arrangement is
contained in Gold X’s management information circular dated April
23, 2021 (the “Gold X Circular”) and in Gran Colombia’s management
information circular dated April 16, 2021 (the “Gran Colombia
Circular”), filed under their respective profiles on SEDAR at
www.sedar.com.
Early Warning Reporting
By virtue of its acquisition of all the issued
and outstanding Gold X Shares under the Arrangement, Gran Colombia
is required to file an early warning report pursuant to National
Instrument 62-103 – The Early Warning System and Related Take-Over
Bid and Insider Reporting Issues. A copy of the Early Warning
Report will be filed on Gran Colombia’s SEDAR profile at
www.sedar.com.
Qualified Persons Review
The scientific and technical information in this
news release has been reviewed and approved by Stewart Redwood, BSc
(Hons), PhD, FIMMM, FGS, a “Qualified Person” as defined under
National Instrument 43-101.
About Gran Colombia Gold
Corp.
Gran Colombia is a mid-tier gold producer with a
proven track record of mine building and operating in Latin
America. In Colombia, the Company is currently the largest
underground gold and silver producer with several mines in
operation at its high-grade Segovia Operations. In Guyana, the
Company is advancing the Toroparu Project, one of the largest
undeveloped gold projects in the Americas. Gran Colombia also owns
approximately 44% of Aris Gold Corporation (TSX: ARIS), a Canadian
mining company currently advancing a major expansion and
modernization of its underground mining operations at its Marmato
Project in Colombia. Gran Colombia’s project pipeline also includes
an approximately 27% equity interest in Denarius Silver Corp.
(TSX-V: DSLV) (Spain – Lomero-Poyatos; Colombia – Guia Antigua and
Zancudo) and an approximately 26% equity interest in Western Atlas
Resources Inc. (TSX-V: WA) (Nunavut – Meadowbank).
Additional information on Gran Colombia can be
found on its website at www.grancolombiagold.com and by reviewing
its profile on SEDAR at www.sedar.com.
Cautionary Statement on Forward-Looking
Information
This news release contains "forward-looking
information", which may include, but is not limited to, statements
with respect to the de-listing of the Gold X Shares from the TSX
Venture Exchange and the submission of an application to have Gold
X cease to be a reporting issuer. Often, but not always,
forward-looking statements can be identified by the use of words
such as "plans", "expects", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", or "believes"
or variations (including negative variations) of such words and
phrases, or state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Gran Colombia or Gold X to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Factors that could cause actual results to differ
materially from those anticipated in these forward-looking
statements are described under the caption "Risk Factors" in the
Annual Information Form of Gran Colombia dated as of March 31,
2021, in the Gold X Circular and in the Gran Colombia Circular,
each of which are available for view on SEDAR at www.sedar.com.
Forward-looking statements contained herein are made as of the date
of this press release and Gran Colombia and Gold X disclaim, other
than as required by law, any obligation to update any
forward-looking statements whether as a result of new information,
results, future events, circumstances, or if management's estimates
or opinions should change, or otherwise. There can be no assurance
that forward-looking statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, the reader is
cautioned not to place undue reliance on forward-looking
statements.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
1 Excluding the pro-rata share of resources from equity
interests in other companies.
For Further Information, Contact:Mike
DaviesChief Financial Officer(416)
360-4653investorrelations@grancolombiagold.com
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