Gran Colombia Gold Corp. (TSX: GCM; OTCQX: TPRFF) (“
Gran
Colombia”) announced today that it has acquired 33,666,666
common shares (“
Common Shares”) of Denarius Silver
Corp. (formerly ESV Resources Ltd.) (“
Denarius” or
the “
Issuer”) (TSX-V: DSLV) in connection with the
completion of the Reverse Takeover Transaction, as more
particularly described below.
Zancudo Transaction
On February 19, 2021, the Issuer completed a
share purchase transaction (the “Zancudo
Transaction”) with Gran Colombia pursuant to which the
Issuer acquired certain mining assets (the “Zancudo Mining
Assets”) located in the Municipalities of Titiribi,
Angelopolis and Armenia, Department of Antioquia, Colombia. The
Issuer acquired the Zancudo Mining Assets pursuant to a share
purchase agreement dated November 20, 2020 among Gran Colombia, the
Issuer, Gran Colombia Gold, S.A. (“GCG Panama”)
and Gran Colombia Gold Titiribi Corp. (“GCG
Titiribi”), whereby the Issuer purchased from GCG Panama,
a wholly-owned subsidiary of Gran Colombia, of all of the issued
and outstanding shares of GCG Titiribi, which holds title to all of
the Zancudo Mining Assets through its Colombian branch, Gran
Colombia Titiribi Sucursal Colombia. The Zancudo Mining Assets were
acquired by the Issuer for CA$12,150,000 which was satisfied by the
issuance by the Issuer to Gran Colombia of an aggregate of
27,000,000 common shares having a deemed price of CA$0.45 per
common share.
Amalgamation Transaction
Concurrently with the completion of the Zancudo
Transaction, on February 19, 2021 the Issuer completed a
three-cornered amalgamation (the “Amalgamation
Transaction”) with 1255269 B.C. Ltd. (“Guia
Antigua Co.”) and 1270702 B.C. Ltd., pursuant to which the
Issuer acquired certain mining assets (the “Guia Antigua
Mining Assets”) indirectly owned by Guia Antigua Co. and
located 130 kilometers northeast of Medellin in the
Segovia-Remedios mining district, Department of Antioquia. The
Amalgamation Transaction was completed pursuant to an amalgamation
agreement dated November 20, 2020 (the “Amalgamation
Agreement”), whereby the Issuer acquired Guia Antigua Co.
in exchange for the issuance of an aggregate of 15,000,000 shares
of the Issuer to the shareholders of Guia Antigua Co.
Prior to the completion of, and in connection
with, the Amalgamation Transaction, Guia Antigua Co. completed a
private placement offering (the “Private
Placement”) on November 9, 2020 to raise aggregate
proceeds of CA$8,403,774 through the sale of 18,675,053
subscription receipts (individually a “Subscription
Receipt” and collectively, the “Subscription
Receipts”) at a price of CA$0.45 per Subscription Receipt.
Gran Colombia acquired 6,666,666 Subscription Receipts for total
cost of approximately CA$3,000,000. Each Subscription Receipt
automatically converted into one common share of Guia Antigua Co.
immediately prior to completion of the Amalgamation Transaction.
Upon satisfaction of the escrow release conditions in the
Amalgamation Agreement, a total of 18,675,053 common shares of Guia
Antigua Co. were issued to holders of Subscription Receipts and
such common shares were subsequently exchanged for common shares of
the Issuer in connection with the completion of the Reverse
Takeover Transaction (as defined below).
Reverse Takeover
Transaction
The concurrent completion of the Zancudo
Transaction and the Amalgamation Transaction (collectively, the
“Reverse Takeover Transaction”) constituted a
reverse takeover under the policies of the TSX Venture Exchange
(the “Exchange”). Upon the completion of the
Reverse Takeover Transaction, the Issuer changed its name to
“Denarius Silver Corp.” and will commence trading on the Exchange
under the symbol “DSLV” on or about March 1, 2021. Upon completion
of the Reverse Takeover Transaction, Denarius has 93,117,915 common
shares issued and outstanding.
Following the completion of the Reverse Takeover
Transaction, Gran Colombia has acquired a total of 33,666,666
common shares of Denarius. Prior to the Reverse Takeover
Transaction, Gran Colombia did not hold any securities of Denarius.
The common shares acquired by Gran Colombia represent approximately
36.15% of the issued and outstanding common shares of Denarius.
The common shares of Denarius acquired by Gran
Colombia are presently being held only for investment purposes.
Gran Colombia may from time to time in the future increase or
decrease its ownership, control or direction over securities of
Denarius held by it, through market transactions, private
agreements or otherwise, the whole depending on market conditions,
the business and prospects of Denarius and other relevant
factors.
Gran Colombia has filed an early warning report
(the “Early Warning Report”) pursuant to
applicable securities laws in connection with the completion of the
Reverse Takeover Transaction. A copy of the Early Warning Report,
to which this news release relates, will be available under
Denarius’ profile on SEDAR at www.sedar.com. To obtain a copy of
the Early Warning Report, please contact Amanda Fullerton,
Corporate Secretary, at Gran Colombia’s office at 401 Bay Street,
Suite 2400, PO Box 15, Toronto, Ontario M5H 2Y4 or by calling (416)
360-4653.
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
owns approximately 44% of Aris Gold Corporation, a Canadian mining
company currently advancing a major expansion and modernization of
its underground mining operations at its Marmato Project in
Colombia. Gran Colombia’s project pipeline also includes an
approximately 18% equity interest in Gold X Mining Corp. (TSXV:
GLDX) (Guyana – Toroparu), an approximately 36% equity interest in
Denarius Silver Corp. (TSX-V: DSLV) (Colombia – Guia Antigua and
Zancudo) and an approximately 26% equity interest in Western Atlas
Resources Inc. (“Western Atlas”) (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.
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 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, 2020 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,
contact:Mike DaviesChief Financial Officer(416)
360-4653investorrelations@grancolombiagold.com
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