Gran Colombia Announces Proposed Issuance of up to US$152 Million of Units to Improve Its Capital Structure and Reduce Potential Dilution of Common Shares

February 05, 2018

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, CANADA, Monday, February 5, 2018 – Gran Colombia Gold Corp. (the “Company” or “Gran Colombia”) (TSX: GCM) announced today that it has determined to offer for sale, on a best efforts private placement basis, up to 152,000 units (the “Units”) of the Company for anticipated aggregate gross proceeds of up to US$152,000,000 (the “Offering”). Each Unit is expected to consist of US$1,000 principal amount of senior secured gold-linked notes (the “Notes”) and a number of common share purchase warrants of the Company to be determined based on market conditions.  The Company has retained GMP Capital Inc. (“GMP”) and UBS Securities LLC (“UBS” and collectively with GMP, the “Agents”) to act as agents in connection with the Offering.

The net proceeds of the Offering are expected to be used for (1) the redemption in full, at par, of the Company’s (a) Senior Unsecured Convertible Debentures due 2018, (b) Senior Secured Convertible Debentures due 2020 and (c) Senior Secured Convertible Debentures due 2024 (the securities referred to in (a), (b) and (c), collectively, the “Outstanding Debentures”) and (2) general corporate purposes.

The terms of the Offering are subject to finalization based on market conditions. Subject to the final terms of the Offering, the completion of the Offering may be subject to the receipt of regulatory and shareholders’ approvals. Timing for the closing of the Offering and any requisite shareholders’ meeting will be announced by the Company at a later date.  

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 continuing its expansion and modernization activities at its high-grade 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.

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 Offering, including the expected timing and receipt of any required regulatory and shareholders’ approvals, the expected use of proceeds, the redemption of the Outstanding Debentures, the anticipated improvement to the Company’s capital structure and reduction of potential dilution, anticipated business plans or strategies. 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 30, 2017, which is available for view on SEDAR at www.sedar.com. 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, Please Contact:
Mike Davies
Chief Financial Officer
(416) 360-4653
investorrelations@grancolombiagold.com

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Head Office
401 Bay Street, Suite 2400, PO Box 15
Toronto, ON M5H 2Y4
Telephone: (416) 360-4653
Fax: (416) 603-4653

Colombia Operations Office
Calle 4 Sur No 43A-195 Centro Ejecutivo, oficina 230B Medellin, Colombia
Telephone: +57(4) 448 5220

Investor Relations
investorrelations@grancolombiagold.com

Resumes
talento.humano@grancolombiagold.com.co