/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO,
Feb. 19, 2014 /CNW/ - Gran
Colombia Gold Corp. (TSX: GCM) ("Gran Colombia" or the "Company")
announced today the filing of an amended and restated preliminary
short form prospectus in all of the provinces of Canada, except Quebec, which amends the prospectus filed on
November 19, 2013.
The amended and restated preliminary short form
prospectus reflects the Company's recent developments, as described
in the press release dated February 3,
2014. The amendments include a change in management and the
Company's intention to use a portion of the net proceeds of the
Offering to repay the previously announced bridge loan. The balance
of the net proceeds will be used to maintain the financial
flexibility of the Company, including the funding of efforts to
improve operating cash flow, grow production and expand its
resources at the Segovia project.
As previously announced in the Company press
release dated November 19, 2013, this
amended and restated prospectus is filed in connection with a "best
efforts" offering of a minimum of $7,000,000 up to a maximum of $15,000,000 of units (the "Units") of Gran
Colombia (the "Offering") at a price per Unit to be
determined in the context of the market. GMP Securities L.P. (the
"Agent") will act as the lead agent in respect of the
Offering.
Each Unit will consist of one common share in
the capital of the Company (each, a "Common Share") and
one-half of one common share purchase warrant (each whole common
share purchase warrant, a "Warrant"). Each Warrant will
entitle the holder thereof to purchase one Common Share at a price
to be agreed upon between the Agent and the Company. Warrants will
expire five years following the closing of the Offering (the
"Closing Date"). The Warrants will be subject to an
accelerated expiration date in certain circumstances, as more
particularly described in the amended and restated preliminary
short form prospectus.
The Agent will also have the option to purchase
from the Company additional Units up to a number equal to 15
percent of the Units issued under the Offering during the 30 day
period immediately following the Closing Date.
The closing of the Offering is subject to
certain conditions including, but not limited to, the execution of
a definitive agency agreement with the Agent, receipt of all
necessary regulatory and stock exchange approvals including the
receipt of listing approval by the Toronto Stock Exchange.
The Closing Date will take place within 30 days
of the receipt for the final short form prospectus in respect of
the Offering, or such other date agreed upon by the Company and the
Agent. For more information, potential investors should read
the amended and restated preliminary short form prospectus,
together with the documents incorporated by reference therein,
including the risk factors. A copy of the amended and
restated preliminary short form prospectus will be available on the
SEDAR website at www.sedar.com.
The securities offered have not and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any U.S. State
securities laws and may not be offered or sold, directly or
indirectly, within the United
States or its territories or possessions or to or for the
account of any U.S. person (as defined in Regulation S under the
U.S. Securities Act) other than pursuant to an available exemption
from the registration requirements of the U.S. Securities Act. This
news release does not constitute an offer to sell or a solicitation
of an offer to buy any such securities within the United States, or its territories or
possessions, or to or for the account of any U.S. person.
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 currently advancing a project to
develop a modern, large-scale, gold and silver mine at its Segovia
operations.
Additional information on Gran Colombia can
be found on the Company's website at www.grancolombiagold.com and
by reviewing the Company's 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 future financial or operating performance of
the Company and its projects. 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.
Forward-looking statements contained herein are made as of the date
of this press release and Gran Colombia disclaim, 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.
SOURCE Gran Colombia Gold Corp.