Gran Colombia Announces Participation in Caldas Gold’s Subscription Receipt Offering

TORONTO, Dec. 03, 2020 (GLOBE NEWSWIRE) -- Gran Colombia Gold Corp. (TSX: GCM; OTCQX: TPRFF) announced today that it has acquired 7,555,556 Subscription Receipts (“Subscription Receipts”) of Caldas Gold Corp. (“Caldas Gold”) pursuant to a non-brokered private placement at a price of CA$2.25 per Subscription Receipt for a total investment of CA$17 million. Gran Colombia’s investment was part of a larger offering of 37,777,778 Subscription Receipts for aggregate gross proceeds to Caldas Gold of CA$85 million (the “Offering”).

Upon the satisfaction or waiver of certain release conditions, each Subscription Receipt will be automatically converted, without payment of any additional consideration or further action on the part of the holder thereof, into one unit of Caldas Gold comprising one common share of Caldas Gold (a “Common Share”) and one Common Share purchase warrant of Caldas Gold (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one additional Common Share, at a price of CA$2.75 per Common Share, until July 29, 2025, subject to adjustment in certain circumstances.

Prior to the completion of the Offering, Gran Colombia owned, directly or indirectly, or exercised control or direction over, 53,435,989 Common Shares representing approximately 53.5% of the issued and outstanding Common Shares prior to the Offering on an undiluted basis. Gran Colombia also owned, directly or indirectly, or exercised control or direction over 18,388,889 Common Share purchase warrants (“GCM Warrants”) entitling Gran Colombia to acquire one Common Shares at either CA$2.75 or CA$3.00, and, if all of the GCM Warrants were exercised, Gran Colombia would have owned, directly or indirectly, or exercised control or direction over, 71,824,878 Common Shares or approximately 60.8% of the total number of issued and outstanding Common Shares on a partially diluted basis prior to the Offering.
  
Since no Common Shares were issued pursuant to the Offering, after the completion of the Offering, Gran Colombia continues to own, directly or indirectly, or exercise control or direction over, the same number of Common Shares of Caldas Gold, representing the same percentage of the total number of issued and outstanding Common Shares.

However, upon the conversion to Common Shares and Warrants of all 37,777,778 Subscription Receipts issued in connection with the Offering, Caldas Gold will have 137,577,940 Common Shares issued and outstanding, of which Gran Colombia will hold 60,991,545 or 44.3%, on an undiluted basis, resulting in a decrease of 9.2% to Gran Colombia’s holdings of Common Shares on an undiluted basis. Gran Colombia will also hold an aggregate of 25,944,445 Warrants or GCM Warrants. Assuming the exercise of all Warrants and GCM Warrants held by Gran Colombia and assuming that no other investors who participated in the Offering exercise their respective Warrants, Caldas Gold will have an aggregate of 163,522,385 Common Shares issued and outstanding, of which Gran Colombia will hold 86,935,990 or 53.2% on a partially diluted basis at the time of such exercise, resulting in a decrease of 7.6% to Gran Colombia’s holdings of Common Shares on a partially diluted basis.