Gran Colombia concludes agreement with Gold X for the creation of a new mid-tier Latin American gold producer
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TORONTO, June 04, 2021 (GLOBE NEWSWIRE) – Gran Colombia Gold Corp. (TSX: GCM; OTCQX: TPRFF) (“Gran Colombia”) today announced the completion of the 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 came into effect at 12:01 am (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 took 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-level Latin American gold producer with a complementary asset portfolio comprising The Segovia operations located in Colombia and the large, high-growth, substantially reduced-risk 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 an additional 4,359,000 ounces of gold in the inferred category. (132.6 Mt grading 1.02 g / t Au). Over the next few months, we will refine our development options at Toroparu, including an update to the mineral resource estimate for the Toroparu project to incorporate the new geological model and project optimization which includes discovery continuous high grade gold structures. extending at least 3 kilometers laterally and at least 450 meters deep, as recently announced by Gold X. With approximately US $ 6 million of cash in Gold X at the close of this acquisition, this next step of the project appraisal which will lead to an updated preliminary economic appraisal of Toroparu is fully funded. We are very excited to begin this next chapter, creating value for our shareholders through our diversified growth platform focused on these two key 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 common share of the capital of Gran Colombia (one “Gran Colombia Share”) for each Gold X share held immediately before the closing time. effective (the “Gran Colombia action”) exchange report “).
To date, 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.
As Gold X is now a wholly owned subsidiary of Gran Colombia, Gran Colombia intends to remove Gold X shares from the TSX Venture Exchange as soon as possible. Gran Colombia also intends to submit a request to the relevant securities regulatory authorities for Gold X to cease being a reporting issuer and to end 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 Gold X shareholders must complete, sign, date and return the Letter of Transmittal which has been mailed to each Gold X shareholder before. the Time of Entry into Force. The Letter of Transmittal is also available under Gold X’s profile on SEDAR at www.sedar.com.
For Gold X shareholders 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 that nominee for assistance in depositing their Gold X shares and should follow the instructions of that intermediary or agent.
Warrants and options
Pursuant to the Arrangement, all of the Gold X stock options (the “Gold X Options”) were accelerated and exercised prior to the Effective Time or, if they were not been exercised, were terminated at the Effective Time without payment of any consideration to the holders of such terminated Gold X options. All Gold X Warrants (the “Gold X Warrants”) outstanding immediately prior to the Effective Time remain outstanding and each Gold X Warrant will entitle its holder to receive, upon exercise, Gran Colombia shares in accordance with the exchange ratio, on and subject to the terms and conditions of these securities.
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, additional information regarding the Arrangement is contained in the management information circular of Gold X dated April 23, 2021 (the “Gold X Circular”) and in the management information circular of Gran Colombia dated April 16, 2021 (the “Greater Colombia Circular”), filed under their respective profile on SEDAR at www.sedar.com.
Early warning reporting
By virtue of its acquisition of all of the issued and outstanding Gold X shares under the Arrangement, Gran Colombia is required to file an early warning report in accordance with NI 62-103 – The early warning system and issues with takeover bids and insider reports. A copy of the early warning report will be filed on the Gran Colombia SEDAR profile at www.sedar.com.
Examination of qualified persons
The scientific and technical information contained in this press release has been reviewed and approved by Stewart Redwood, BSc (Hons), PhD, FIMMM, FGS, a “qualified person” within the meaning of National Instrument 43-101.
About Gran Colombia Gold Corp.
Gran Colombia is a mid-tier gold producer with a proven track record in the construction and operation of mines in Latin America. In Colombia, the Company is currently the largest underground gold and silver producer with several operating mines at its high-grade operations in Segovia. 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 pursuing a major expansion and modernization of its underground mining operations on its Marmato project in Colombia. Gran Colombia’s project portfolio also includes an approximate 27% stake in Denarius Silver Corp. (TSX-V: DSLV) (Spain – Lomero-Poyatos; Colombia – Guia Antigua and Zancudo) and an approximate 26% stake in Western Atlas Resources Inc. (TSX-V: WA) (Nunavut – Meadowbank).
Caution regarding forward-looking information
This press release contains “forward-looking information”, which may include, but is not limited to, statements regarding the delisting of Gold X shares from the TSX Venture Exchange and the submission of a request for Gold X to cease trading. a reporting issuer. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is planned”, “budget”, “planned”, “estimates”, “forecasts”, ” means “,” anticipates “or” believes “or variations (including negative variations) of these words and expressions, or declares that certain actions, events or results” could “,” could “,” would “,” could ” or “will” be taken, will occur or will be carried out. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Gran Colombia or Gold X to be materially different from future results, performance or achievements expressed or under – understood by forward-looking statements. statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the heading “Risk Factors” in Gran Colombia’s Annual Information Form dated March 31, 2021, in the Gold X Circular and in the Greater Colombia Circular, each of which can be viewed on SEDAR at www.sedar.com. The forward-looking statements contained herein are made as of the date of this press release and Gran Colombia and Gold X disclaim, except as required by law, any obligation to update any forward-looking statements, whether as a result of new information, results, future events or 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. Therefore, the reader is cautioned not to place undue reliance on forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
1 Excluding the share of resources from investments in other companies.
For more information, contact:Mike Davies Chief Financial Officer (416) [email protected]
Source: Gran Colombia Gold