Lloyd I. Miller, III

August 25, 2016 15:23 ET

Lloyd I. Miller, III Acquires 2020 Senior Secured Convertible Debentures of Gran Colombia Gold Corp.

WEST PALM BEACH, FLORIDA--(Marketwired - Aug. 25, 2016) - Lloyd I. Miller, III announced the acquisition of ownership, control or direction over an aggregate US$75,000 principal amount of Senior Secured Convertible Debentures due 2020 ("2020 Convertible Debentures") of Gran Colombia Gold Corp. ("Gran Colombia"), that are convertible into approximately 576,923 common shares of Gran Colombia, representing an increase in Miller's securityholding percentage of approximately 0.09% of the outstanding Common Shares on a partially diluted basis taking into account only the outstanding Common Shares, as reported by Gran Colombia, and the 2020 Debentures over which Mr. Miller exercises control or direction and no others. Mr. Miller acquired the foregoing 2020 Convertible Debentures through Milfam II L.P., a partnership of which Mr. Miller is the managing member of the general partner.

Prior to the acquisition, the number of outstanding common shares of Gran Colombia ("Common Shares") increased from approximately 137.1 million Common Shares as of March 31, 2016 to approximately 252.9 million Common Shares as of August 11, 2016. The increase in the outstanding Common Shares decreased Mr. Miller's securityholding percentage from approximately 51.24%, as previously reported, to approximately 36.38% after the transaction described herein, in each case on a partially diluted basis taking into account only the outstanding Common Shares, as reported by Gran Colombia, and the 2020 Convertible Debentures over which Mr. Miller exercises control or direction and no others. Assuming the conversion of all 2020 Convertible Debentures, Mr. Miller's securityholding percentage has decreased from approximately 15.46%, as previously reported, to currently approximately 13.83%.

The 2020 Convertible Debentures were acquired through the facilities of the Toronto Stock Exchange for total consideration of US$65,245, which based on the Bank of Canada noon exchange rate on August 4, 2016 equals approximately CDN$84,460 in total consideration.

Immediately prior to the transaction described herein, Mr. Miller had ownership, control or direction over an aggregate principal amount of US$18,727,223 of the 2020 Convertible Debentures, and assuming conversion of the entire principal amount of the 2020 Convertible Debentures over which Mr. Miller had ownership, control or direction, such 2020 Convertible Debentures were convertible into approximately 144,055,562 Common Shares, representing 36.29% of the outstanding Common Shares on a partially diluted basis taking into account only the outstanding Common Shares, as reported by Gran Colombia, and the 2020 Debentures over which Mr. Miller exercised control or direction and no others (13.77% of the outstanding Common Shares taking into account the outstanding Common Shares (as reported by Gran Colombia) and all of the outstanding 2020 Debentures; full conversion, partially diluted basis).

Immediately after the transaction described herein, Mr. Miller had ownership, control or direction over an aggregate principal amount of US$18,802,223 of the 2020 Convertible Debentures and assuming conversion of the entire principal amount of the 2020 Convertible Debentures over which Mr. Miller has ownership, control or direction, such 2020 Convertible Debentures are convertible into approximately 144,632,485 Common Shares, representing 36.38% of the outstanding Common Shares on a partially diluted basis taking into account only the outstanding Common Shares, as reported by Gran Colombia, and the 2020 Debentures over which Mr. Miller exercises control or direction and no others (13.83% of the outstanding Common Shares taking into account the outstanding Common Shares (as reported by Gran Colombia) and all of the outstanding 2020 Debentures; full conversion, partially diluted basis).

The 2020 Convertible Debentures were acquired for investment purposes. Depending on the evolution of Gran Colombia's business, financial condition, the market, if any, for Gran Colombia's securities, general economic conditions and other factors, Miller and his joint actors may acquire additional securities of Gran Colombia, or sell some or all of the securities they hold, in the open market, by private agreement or otherwise, subject to their availability at attractive prices, market conditions and other relevant factors.

For inquiries or a copy of the related early warning report required under Canadian provincial securities legislation, a copy of which has also been filed on www.sedar.com, please contact Lloyd I. Miller, III or Eric Fangmann via the contact information listed below.

Contact Information

  • Lloyd I. Miller, III
    3300 South Dixie Highway
    Suite 1-365
    West Palm Beach, Florida
    USA 33405
    Telephone: (561) 287-5399

    Eric Fangmann
    3300 South Dixie Highway
    Suite 1-365
    West Palm Beach, Florida
    USA 33405
    Telephone: (561) 287-5399