SOURCE: Gran Colombia Gold Corp.

Gran Colombia Gold Corp.

December 18, 2015 18:54 ET

Gran Colombia Gold Announces Final Changes to Debt Restructuring Proposal and Extension of Proxy Cut-Off Deadlines

TORONTO, ON--(Marketwired - December 18, 2015) - Gran Colombia Gold Corp. (the "Company") (TSX: GCM) (OTC PINK: TPRFF) announced today that, further to the Company's Supplemental Management Information Circular dated November 30, 2015 (the "Supplemental Circular"), it has made some additional changes after discussion with certain opposing Silver Notes holders, including MMCAP International Inc. SPC, to finalize its comprehensive debt restructuring proposal to be implemented pursuant to a Plan of Arrangement (the "Revised Arrangement") under the Business Corporations Act (British Columbia).

Commenting on today's announcement of the final changes to the proposed restructuring, Serafino Iacono, Executive Co-Chairman of the Company, said "After considerable discussion with all stakeholders in this process, we are pleased to have reached a consensus on a proposal that will improve the Company's balance sheet and liquidity. Together with the announcement earlier this week regarding the proposed nominees who have demonstrated their confidence in the Company and its mining assets by agreeing to join our Board post restructuring, we are looking forward to focusing our attention on the execution of our mining strategy to increase our future cash flows and stakeholder value."

Further to the Supplemental Circular, the Revised Arrangement will now include the following changes:

    Proposal according to November 30, 2015 Press Release   Revised terms in final proposal
2020 Debentures        
  Interest   6% cash or 9% paid-in-kind (PIK)   6% cash
  Conversion price (holder's option)   US$0.13 per share at the exchange date (7,692 common shares per US$1,000 Gold Note)
US$0.20 per share over the remaining term (5,000 common shares per US$1,000 2020 Debenture)
  US$0.13 per share at the exchange date (7,692 common shares per US$1,000 Gold Note)
US$0.13 per share over the remaining term (7,692 common shares per US$1,000 2020 Debenture)
  Cash sweep   Minimum of 75% of Excess Cash Flow   75% of Excess Cash Flow
2018 Debentures        
  Interest   1% cash or 2% PIK   1% cash
  Restructuring fee   Not applicable   2% of principal amount of the Silver Notes added to the principal amount of the 2018 Debentures
  Conversion price (holder's option)   US$0.13 per share at the exchange date (7,692 common shares per US$1,000 Silver Note)
US$0.25 per share over the remaining term (4,000 common shares per US$1,000 2018 Debenture)
  US$0.13 per share at the exchange date (7,692 common shares per US$1,000 Silver Note)

US$0.13 per share over the remaining term (7,692 common shares per US$1,000 2018 Debenture)
  Settlement at Maturity   Company can elect to settle principal and accrued interest in common shares based on 95% of volume weighted average trading price of the common shares for the 20 consecutive trading days ending five trading days before the Maturity Date   Company can elect to settle principal in common shares at US$0.13 per share (7,692 common shares per US$1,000 2018 Debenture)

If the volume weighted average trading price of the common shares for the 20 consecutive trading days ending five trading days before the Maturity Date is below US$0.13 per share, 19% of the principal will be settled in cash and the balance may be settled in shares at US$0.13 per share
  Cash sweep   Not Applicable   25% of Excess Cash Flow

All other terms of the debt restructuring contained in the Supplemental Circular will remain the same, including the maximum common shares issuable.

Voting Information for Securityholders

Holders of the Gold Notes, Silver Notes or common shares should refer to the supplemental meeting materials, including the information contained in this release, and are encouraged to vote as soon as practicable. The proxy cut off has been extended by the Company to 9:00 a.m. EST on December 22, 2015 for the meetings of holders of the Gold Notes, Silver Notes and common shares. The meetings of holders of the Gold Notes, Silver Notes and common shares will proceed as scheduled on December 22, 2015.

For further information or assistance on completing, submitting or revoking your proxy, please contact the Company's proxy advisory and solicitation agent, Kingsdale Shareholder Services, at 1-866-581-0508 or by email at contactus@kingsdaleshareholder.com.

The Revised Arrangement, including the proposed changes to the debt restructuring set out above, is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals including the receipt of approval by the Toronto Stock Exchange. Terms outlined herein may be amended as required to receive such approvals.

About Gran Colombia Gold Corp.

Gran Colombia is a Canadian-based gold and silver exploration, development and production company with its primary focus in Colombia. Gran Colombia is currently the largest underground gold and silver producer in Colombia with several underground mines in operation at its Segovia and Marmato Operations. Gran Colombia is currently advancing a project to develop a modern, large-scale, gold and silver mine at its Segovia operations.

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, the proposed terms of the debt restructuring proposal, the Revised Arrangement and the expected timing for the meetings of the Gold Notes, the Silver Notes and the Company's common shares. 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 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 Company's Annual Information Form dated as of March 31, 2015, which is 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 disclaims, 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.

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