/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO,
Feb. 25, 2014 /CNW/ - Gran Colombia
Gold Corp. (TSX: GCM) (the "Company" or "Gran Colombia") announced
today that, in connection with the Company's previously announced
equity offering (the "Offering") (see press releases dated
November 19, 2013 and February 19, 2014), the Company will proceed with
an overnight marketed offering of securities whereby GMP Securities
L.P. (the "Underwriter") will act as the underwriter in respect of
the Offering. An underwriting agreement for the Offering has not
yet been entered into by the Company and the Underwriter. The Units
will be priced in the context of the market, with final terms of
the Offering to be determined at the time of pricing and the
entering into an underwriting agreement.
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 determined in the
context of the market. 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 Company's
amended and restated preliminary short form prospectus filed on
SEDAR February 18, 2014 (the "Amended
Prospectus").
The Underwriter 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, exercisable for
additional Common Shares and/or Warrants, in any combination, on
the same terms and conditions at any time and from time to time up
to 30 days from and including the Closing Date to cover
over-allotments, if any, and for market stabilization purposes.
The closing of the Offering is subject to
certain conditions including, but not limited to, the execution of
a definitive underwriting agreement with the Underwriter, 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 in March, 2014,
or such other date agreed upon by the Company and the Underwriter.
For more information, potential investors should read the Amended
Prospectus, together with the documents incorporated by reference
therein, including the risk factors. A copy of the Amended
Prospectus is 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. In addition, Gran Colombia is advancing a project to
develop a large-scale, gold and silver mine at its Marmato
operations, and has an advanced stage property in Venezuela.
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 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.