Gold X to Merge With Gran Colombia and Guyana Goldfields to Create an Emerging Latin American-Focused Intermediate Gold Producer

VANCOUVER, British Columbia, May 11, 2020 (GLOBE NEWSWIRE) -- Gold X Mining Corp. (“Gold X”) (TSXV: GLDX, OTCQX: SSPXF) is pleased to announce that it has signed a definitive agreement (the “Arrangement Agreement“) under which it intends to complete a business combination (the “Gold X Transaction”) with Gran Colombia Gold Corp. (“Gran Colombia”) (TSX: GCM; OTCQX: TPRFF).

Under the Gold X Transaction, Gran Colombia will acquire the remaining 81% of the issued and outstanding shares of Gold X that it does not already own at a share exchange ratio of 0.500 Gran Colombia shares for each Gold X share (the “Gold X Exchange Ratio”), implying a headline value of C$3.17 per share, representing a premium of 15% to the closing price on the TSX Venture Exchange on May 8, 2020, and a premium of 41% to the volume-weighted average price of Gold X shares on the TSX Venture Exchange over the 20 trading days ending on May 8, 2020.

The Gold X Transaction is also subject to the concurrent completion by Gran Colombia of its acquisition of Guyana Goldfields Inc. (“Guyana Goldfields”) (TSX:GUY) and other conditions customary for completion of similar transactions. Gran Colombia has submitted a proposal to Guyana Goldfields to acquire all of its issued and outstanding common shares (the “Proposed Guyana Goldfields Transaction” and together with the Gold X Transaction, the “Proposal”).

The combined entity will continue as Gran Colombia and will be managed by the current Gran Colombia executive team, with corporate headquarters remaining in Toronto. Shareholders of Gran Colombia will own ~60% of the combined company, with Guyana Goldfields and Gold X shareholders owning ~25% and ~15%, respectively, on a basic shares outstanding basis.

Gold X is excited to unlock the potential synergies between its Toroparu project and Guyana Goldfields’ Aurora Project, both of which are located in close proximity to each other in western Guyana. Together with Gran Colombia’s existing mining projects and experience in Latin America, Gold X expects the combined entity will become an attractive intermediate gold producer.

Transaction Highlights

• Creates a High-Growth, Latin American-Focused Intermediate Gold Producer
  °  Strong pro-forma 2020 production of 275,000 oz¹ with production growth to over 500,000 oz/year, based on management estimates, through the development of three near-term growth projects
    °  Toroparu, Aurora Underground, and Marmato (via 74% ownership in Caldas Gold)
  °  Poised to become a consolidator in the Latin American gold sector