Gran Colombia Gold Announces Closing of C$20,000,000 Convertible Debenture Bought Deal

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TORONTO, April 04, 2019 (GLOBE NEWSWIRE) -- Gran Colombia Gold Corp. (TSX: GCM, OTCQX: TPRFF) (the “Company” or “Gran Colombia”) announced today (the “Issuance Date”) that it has closed its previously announced private placement offering on a bought deal basis (the “Private Placement”), led by GMP Securities L.P. and Scotiabank (collectively, the “Underwriters”), of C$20,000,000 aggregate principal amount of convertible unsecured subordinated debentures at a price of C$1,000 per C$1,000 principal amount of debentures (the “Convertible Debentures”). The Convertible Debentures will mature on April 5, 2024, being five years and one day after the issuance date (the “Maturity Date”) and will accrue interest at the rate of 8.00% per annum, payable monthly. At the holders’ option, the Convertible Debentures may be converted into common shares of Gran Colombia (“Debenture Shares”) at any time and from time to time, up to the Maturity Date, at a conversion rate of approximately 210.53 Debenture Shares per C$1,000 principal amount, subject to adjustment in certain circumstances, which equates to an initial conversion price of C$4.75 per Debenture Share, representing a 33% premium to the closing price on the Toronto Stock Exchange (the “TSX”) on March 1, 2019, the last trading day prior to announcement of the Private Placement.

Serafino Iacono, Executive Chairman of Gran Colombia, commented “We are pleased to complete this transaction and to have the opportunity to accelerate the drilling program at our Segovia Operations. With these funds, we will be able to carry out the equivalent of five years of drilling within the next two years. History shows that Segovia has been a source of high-grade material dating back long before Gran Colombia purchased the mining title in 2010. We are excited we have finally reached the point where the Company can step out and begin exploring extensions of our existing mines and the brownfield areas where there was previous mining taking place within our title.”

The Convertible Debentures will not be listed and will be convertible unsecured obligations of Gran Colombia, subordinated to senior indebtedness of the Company and ranking equally with all present and future unsecured subordinated indebtedness of the Company. The TSX has conditionally approved the listing of the Debenture Shares. Listing of the Debenture Shares is subject to Gran Colombia fulfilling all of the listing requirements of the TSX.

On the first anniversary of the Issuance Date and on each yearly anniversary of the Issuance Date, the Company may, at its option and subject to applicable regulatory approval, on not more than one occasion during each twelve-month period, redeem up to 10% of the aggregate principal amount of the Convertible Debentures then outstanding, at par plus accrued and unpaid interest, in cash on not less than 30 and not more than 60 days’ prior written notice (during which period the holders of the Convertible Debentures may, for the avoidance of doubt, convert their Convertible Debentures into Debenture Shares).

The Company intends to use the net proceeds of the Private Placement solely to accelerate its ongoing exploration programs at its high-grade Segovia Operations, including technical and other studies to be carried out over the next approximately six months to identify and prioritize drilling targets followed by a drilling campaign, over and above what is already planned by the Company in 2019. The objective of the drilling program is to increase mineral reserves for future production growth and to extend the mine life of the Segovia Operations.

Insiders of the Company acquired 1,950 Convertible Debentures for an aggregate purchase price of C$1,950,000.

About Gran Colombia Gold Corp.

Gran Colombia is a Canadian-based mid-tier gold producer with its primary focus in Colombia where it is currently the largest underground gold and silver producer with several mines in operation at its Segovia and Marmato Operations. Gran Colombia is continuing to focus on exploration, expansion and modernization activities at its high-grade Segovia Operations.

Additional information on Gran Colombia can be found on its website at and by reviewing its profile on SEDAR at .

Cautionary Statement on Forward-looking Information

This news release contains “forward-looking information”, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Forward-looking information includes, but is not limited to, statements with respect to production guidance; exploration programs and mineral resources and reserves; the anticipated Closing Date; anticipated regulatory approval and the use of the net proceeds of the Private Placement; and other statements relating to the financial and business prospects and potential product generation of the Company. 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 27, 2019 and Management’s Discussion and Analysis dated as of March 27, 2019, both of which are available for view on SEDAR at .

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.

For Further Information, Contact:

Mike Davies

Chief Financial Officer

(416) 360-4653