Lloyd I. Miller, III

December 29, 2015 18:38 ET

Miller Group to Acquire Senior Secured Debentures Convertible Into Common Shares of Gran Colombia Gold Corp.

TORONTO, ONTARIO--(Marketwired - Dec. 29, 2015) - As a result of securityholders approving on December 22, 2015 a plan of arrangement proposed by Gran Colombia Gold Corp. (the "Gran Colombia") under the Business Corporations Act (British Columbia) (the "Arrangement"), Lloyd I. Miller, III has the right, subject to conditions, to acquire, on closing of the Arrangement, control or direction over Senior Secured Convertible Debentures due 2020 (the "2020 Debentures") of Gran Colombia in the same amount as (subject to rounding), and in exchange for, approximately US$18,307,639 10% Secured Gold-Linked Notes due 2017 (the "Gold Notes") over which Mr. Miller exercises control or direction (which represents the principal amount of such Gold Notes plus all accrued and unpaid interest plus the pro rata portion of the Restructuring Fee (defined below) attributable to such Gold Notes). Pursuant to the terms of the Arrangement, the principal amount of Gold Notes (including all accrued and unpaid interest, plus a restructuring fee in the amount of US$2,000,000 ("Restructuring Fee")), will be exchanged for the same amount of 2020 Debentures. Mr. Miller has the right to acquire the 2020 Debentures through: Lloyd I. Miller Trust A-4 ("Trust A4"), a trust in respect of which Mr. Miller is the manager of the investment adviser, which owns Gold Notes exchangeable for an aggregate principal amount of US$1,037,260 2020 Debentures; (ii) Crider GST Trust ("Crider"), a trust in respect of which Mr. Miller is a co-trustee, which owns Gold Notes exchangeable for an aggregate principal amount of US$129,657 2020 Debentures; (iii) Catherine C Miller Irrevocable Trust ("GSTC"), a trust in respect of which Mr. Miller is the trustee, which owns Gold Notes exchangeable into an aggregate principal amount of US$129,657 2020 Debentures; (iv) a personal retirement account ("LIM IRA"), which owns Gold Notes exchangeable into an aggregate principal amount of US$259,315 2020 Debentures; (v) a personal retirement account ("LIM SEP"), which owns Gold Notes exchangeable into an aggregate principal amount of US$5,404,124 2020 Debentures; (vi) LIMFAM LLC ("LIMFAM"), a limited liability company in respect of which Mr. Miller is the manager, which owns Gold Notes exchangeable into an aggregate principal amount of US$1,659,616 2020 Debentures; (vii) MILFAM II L.P. ("M2"), a partnership of which Mr. Miller is the managing member of the general partner, which owns Gold Notes exchangeable into an aggregate principal amount of US$9,169,378 2020 Debentures; and (viii) MILFAM III LLC ("M3"), a limited liability company in respect of which Mr. Miller is the manager, which owns Gold Notes exchangeable into an aggregate principal amount of US$518,630 2020 Debentures, in each case including all accrued and unpaid interest on the Gold Notes and the pro rata portion of the Restructuring Fee attributable to such Gold Notes.

Subject to the terms of the amended and restated indenture to be dated as of the effective date of the Arrangement among Gran Colombia, Equity Financial Trust Company, as trustee, and others, pursuant to which Gran Colombia will issue the 2020 Debentures, including standard provisions providing for adjustments upon the occurrence of certain corporate events, the 2020 Debentures are convertible into common shares of Gran Colombia (the "Common Shares") at the option of the holder at any time prior to the close of business on the earlier of January 2, 2020 and the last business day immediately preceding the date fixed for redemption at the conversion price of US$0.13 per the Common Share (the "Conversion Price"). Assuming conversion on closing of the Arrangement (based on the dollar amounts referred to herein) of the entire principal amount of the 2020 Debentures over which Mr. Miller has the right to acquire at the Conversion Price, such 2020 Debentures are convertible into approximately 140,827,992 Common Shares, representing 85.59% 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 (17.14% of the outstanding Common Shares taking into account the outstanding Common Shares (as reported by Gran Colombia) and all of the 2020 Debentures).

Mr. Miller agreed to vote in favour of the Arrangement and the Issuer has agreed to support Mr. Miller's nominee for the board of Gran Colombia and certain committees so long as the Miller Group holds a certain amount of 2020 Debentures and/or underlying Common Shares.

The exchange of the Gold Notes over which Mr. Miller exercises control or direction for 2020 Debentures will be made 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, Mr. 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.

Lloyd I. Miller, III will be filing a report (as contemplated by National Instrument 62-103 - The Early Warning System and Related Takeover Bid and Insider Reporting Issues) in connection with the acquisition of the Promissory Note. A copy of the early warning report in respect of the transactions described above is available on SEDAR at www.sedar.com under Gran Colombia's profile.

Lloyd I. Miller, III
or Eric W. Fangmann
3300 South Dixie Highway, Suite 1-365
West Palm Beach, Florida
USA 33405
Telephone: (561) 287-5399
E-Mail: info@limadvisory.com

Contact Information