SOURCE: Gran Colombia Gold Corp.

Gran Colombia Gold Corp.

December 22, 2015 21:44 ET

Voting Results of the Meetings of the Shareholders, Gold Noteholders and Silver Noteholders of Gran Colombia Gold Corp.

TORONTO, ON--(Marketwired - December 22, 2015) - Gran Colombia Gold Corp.'s (TSX: GCM) (OTC PINK: TPRFF) (the "Company") meetings of the holders of common shares, Gold Notes and Silver Notes were held on December 22, 2015 at 9:30 a.m., 10:30 a.m. and 11:30 a.m. (Toronto time), respectively, to approve, among other things, the debt restructuring proposal that is to be implemented pursuant to a Plan of Arrangement under the Business Corporations Act (British Columbia) (the "BCA") as described in the Company's Supplemental Management Information Circular dated November 30, 2015 (the "Supplemental Circular"), modified as described in the December 18, 2015 news release (the "Revised Arrangement"). The detailed results of the votes for each matter acted upon are set out below:

SPECIAL MEETING OF SHAREHOLDERS
Item
No.

Description of matter

Outcome

Voted
Voted
(%)
1. Approval of an ordinary resolution in the form set forth under "Resolution 1 - Shareholders' Issuance Resolution" in Appendix C to the Supplemental Circular, as modified to reflect the new terms of the debentures, as set out in the Company's news release dated December 18, 2015 (the "New Debenture Terms"), to approve the issuance of up to a maximum of 1,437,125,273 common shares (representing approximately 6,063% of the current issued and outstanding common shares) issuable upon:
Approved


2,013,126 For
774,281 Against


72.22%
27.78%
  (a) conversion of debentures that may be issued by the Company; and/or      
  (b) the exchange of certain existing notes issued by the Company for common shares,      
  under the Revised Arrangement and as more particularly described in the Supplemental Circular, as modified by the New Debenture Terms.      
2. Approval of an ordinary resolution in the form set forth under "Resolution 2 - Shareholders' Restructuring Resolution" in Appendix C of the SupplementalCircular, as modified to reflect the New Debenture Terms, to approve the Company's debt restructuring transaction involving the transaction contemplated under the Revised Arrangement, as more particularlydescribed in the Supplemental Circular, as modified by the New Debenture Terms.


Approved






2,374,037 For
413,370 Against





85.17%
14.83%


3. Approval of an ordinary resolution, the full text of which is set forth under "Resolution 3 - Shareholders' Director Election Resolution" in Appendix C of the Supplemental Circular to:  
 
 
 
 
 
 
 
 
 
 
 
(a) set the number of directors of the Company at six(6); and Approved
6,639,820 For
422,364 Against
94.02%
5.98%
         
(b) elect Peter Volk as a director of the Company. Approved 6,043,301 For
1,018,883 Withheld
85.57%
14.43%
 
MEETING OF HOLDERS OF GOLD NOTES
Item
No.

Description of matter
  Outcome
of vote
 
Voted

Voted
(%)
1. Approval of a special resolution in the form set forth in Appendix A of the Supplemental Circular, as modified to reflect the New Debenture Terms, to approve the Revised Arrangement under the provisions of Division 5 of Part 9 of the BCA, as more particularly described in the Supplemental Circular, as modified by the New Debenture Terms.  Approved
US$77,077,000 For
US$4,060,000 Against

70 holders For
3 holders Against

95.00%
5.00%

95.89%
4.11%
  MEETING OF HOLDERS OF SILVER NOTES  
Item
No.

Description of matter
  Outcome
of vote

Voted

Voted
(%)
1. Approval of a special resolution in the form set forth in Appendix B of the Supplemental Circular, as modified to reflect the New Debenture Terms, to approve the Revised Arrangement under the provisions of Division 5 of Part 9 of the BCA, as more particularly described in the Supplemental Circular, as modified by the New Debenture Terms. Approved 
US$55,877,300 For
US$8,457,000 Against

159 holders For
68 holders Against

86.85%
13.15%

70.04%
29.96%

With respect to the Settlement at Maturity of the 2018 Debentures (as defined in the Supplemental Circular) as set out in the Company's December 18, 2015 news release, in addition to the requirement that 19% of the principal of the 2018 Debentures be settled in cash if the principal is settled in common shares when the volume weighted average trading price of the common shares for the 20 consecutive days ending 5 trading days before the Maturity Date is below US$0.13, holders of 2018 Debentures will be entitled to elect that all or a portion of their respective 19% cash payout be settled in common shares at a notional price of US$0.13 per common share. Any cash that would otherwise have been paid to such holders will be allocated on a pro rata basis to the other holders of 2018 Debentures who do not elect to have any portion of their cash payout settled in shares.

A copy of the revised Plan of Arrangement that reflects the changes described in the Company's news release dated Decemdber 18, 2015, as applicable, has been posted to the Company's website.

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.

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