Gran Colombia Announces Voting Results of the Annual General and Special Meeting of Shareholders Held Today; Shareholders Approve Gold X Acquisition

Rhea-AI Summary

Gran Colombia Gold Corp. (TSX: GCM, OTCQX: TPRFF) held its Annual General and Special Meeting on May 27, 2021, where several significant resolutions were approved. These included fixing the number of directors at six and the election of directors such as Serafino Iacono and Miguel de la Campa. Most notably, shareholders approved the acquisition of Gold X Mining Corp., exchanging 0.6948 shares of Gran Colombia for each Gold X share. The Arrangement is expected to be effective on June 4, 2021, pending final court approval.

Positive

• Acquisition of Gold X approved, potentially enhancing Gran Colombia's market position.
• Shareholder approval of amendments enhancing corporate governance, including increased quorum requirements.

Negative

• Potential dilution of shares due to issuance of up to 43,641,774 common shares for the acquisition.

TORONTO, May 27, 2021 (GLOBE NEWSWIRE) -- Gran Colombia Gold Corp.’s (TSX: GCM, OTCQX: TPRFF) Annual General and Special Meeting of Shareholders was held today. The detailed results of the votes for each matter to be acted upon are set out below:

Item	Description of Matter	Outcome	Voted	Voted (%)
1.	Fixing the number of directors at six	Approved	24,072,290 For 260,970 Against	98.93% 1.07%
2.	The election of the following individuals as directors of the Corporation to hold office until the next annual meeting of the Corporation or until their successors are appointed or elected:
	Serafino Iacono	Approved	21,680,334 For 2,652,926 Withheld	89.10% 10.90%
	Miguel de la Campa	Approved	24,236,886 For 96,374 Withheld	99.60% 0.40%
	De Lyle Bloomquist	Approved	23,049,503 For 1,238,757 Withheld	94.91% 5.09%
	Hernan Martinez	Approved	23,087,723 For 1,245,537 Withheld	94.88% 5.12%
	Robert Metcalfe	Approved	19,365,645 For 4,967,615 Withheld	79.58% 20.42%
	Jaime Perez Branger	Approved	23,087,673 For 1,245,587 Withheld	94.88% 5.12%
3.	Appointment of KPMG LLP as auditors of the Corporation at a remuneration to be fixed by the directors	Approved	25,843,518 For 49,364 Withheld	99.81% 0.19%
4.	Approval of a special resolution authorizing amendments to the Corporation’s Notice of Articles and Articles under the Business Corporations Act (British Columbia) to: (i) increase the quorum requirements for future meetings of shareholders of the Corporation to two persons representing 25% of the issued shares entitled to vote at the meeting; (ii) increase the quorum requirements for future meetings of the directors of the Corporation to 50% of the number of directors; (iii) establish a limit on the maximum number of preferred shares that the Corporation is authorized to issue; and (iv) require shareholder approval by way of special resolution for the creation of any new classes or series of shares, all as more particularly described in the management information circular dated April 16, 2021 (the “Circular”)	Approved	24,180,795 For 152,465 Against	99.37% 0.63%
5.	Approval of an ordinary resolution authorizing the issuance of up to 43,641,774 common shares of the Corporation in connection with the proposed acquisition by the Corporation of all of the outstanding common shares of Gold X Mining Corp. (“Gold X”) not already owned by the Corporation by way of Plan of Arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”), including common shares of the Corporation issuable upon the exercise of warrants of Gold X following the effective date of the Arrangement, in accordance with the terms and subject to the conditions of the arrangement agreement dated March 14, 2021 between the Corporation and Gold X, all as more particularly described in the Circular	Approved	24,097,231 For 236,029 Against	99.03% 0.97%

Update on Gold X Acquisition

Gran Colombia is also pleased to announce that, earlier today, the shareholders of both the Company and Gold X approved the proposed Arrangement under which the Company will acquire all of the issued and outstanding common shares of Gold X not already owned by the Company in exchange for Gran Colombia common shares on the basis of 0.6948 of a Gran Colombia share for each Gold X share.

Gold X expects to apply for a final order of the Supreme Court of British Columbia approving the Arrangement on or about June 1, 2021 (the “Final Order”). Subject to receipt of the Final Order, as well as the satisfaction or waiver of other customary closing conditions, Gold X and the Company expect that the Arrangement will become effective at 12:01 a.m. on June 4, 2021.

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 high-grade Segovia Operations. Gran Colombia’s portfolio includes equity positions in several listed companies advancing gold and silver projects including a 44.3% equity interest in Aris Gold Corporation (TSX: ARIS) (Colombia – Marmato; Canada – Juby), a 17.8% equity interest in Gold X Mining Corp. (TSX-V: GLDX) (Guyana – Toroparu), a 27.3% equity interest in Denarius Silver Corp. (TSX-V: DSLV) (Spain – Lomero; Colombia – Guia Antigua and Zancudo) and a 25.8% equity interest in Western Atlas Resources Inc. (TSX-V: WA) (Nunavut – Meadowbank).

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.

For Further Information, Contact:
Mike Davies
Chief Financial Officer
(416) 360-4653
investorrelations@grancolombiagold.com

Cautionary Statement on Forward-Looking Information:

Certain of the information contained in this news release constitutes 'forward-looking information within the meaning of securities laws. Such forward-looking statements, including but not limited to statements relating to anticipated timing of the hearing of the application for the Final Order and the anticipated timing of completion of the Arrangement, involve numerous assumptions, including assumptions concerning the receipt, in a timely manner of the Final Order and the satisfaction of the other closing conditions to the Arrangement. Management believes that the expectations reflected in the forward-looking statements are based upon reasonable assumptions; however such forward-looking statements are also subject to various known and unknown risks, uncertainties and other factors which may cause the actual results or events to be materially different from those expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, among others, withdrawal or modification of previously obtained regulatory or other third party consents, material adverse effects on the business, properties and assets of Gold X and/or Gran Colombia and the ability to obtain, in a timely manner, or at all, the Final Order. Although Gran Colombia has attempted to identify important factors that could cause actual results or events to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Gran Colombia does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issuable in the transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

FAQ

What was approved at Gran Colombia's Annual General Meeting on May 27, 2021?

Several resolutions were approved including fixing the number of directors at six and the acquisition of Gold X Mining Corp.

What is the expected date for the completion of the Gold X acquisition?

The acquisition is expected to become effective on June 4, 2021, subject to final court approval.

What does the acquisition of Gold X entail for shareholders of Gran Colombia?

Gran Colombia shareholders will receive 0.6948 shares of Gran Colombia for each share of Gold X owned.

What impact will the acquisition of Gold X have on Gran Colombia's stock?

The acquisition could lead to share dilution but is anticipated to enhance Gran Colombia's market position and operational capacity.

Who were elected as directors during the meeting?

Directors elected include Serafino Iacono, Miguel de la Campa, and others, with significant approval rates.