Gran Colombia Gold Corp. (“Gran Colombia” or the “Company”) (TSX: GCM, OTCQX: TPRFF) announced today that it has completed its previously announced acquisition of a 19.89% equity investment in Western Atlas Resources Inc. (“Western Atlas”) (TSX-V: WA) through the first tranche of a non-brokered private placement (the “Private Placement”) completed today by Western Atlas. Western Atlas intends to use the proceeds of the Private Placement for a drilling program at its Meadowbank Project, seeking restitution of the Increible Project in Venezuela (as described further below) and general and administrative purposes.
The first tranche of Western Atlas’ Private Placement comprised a total of 22,255,883 flow through and non-flow through units (each, a “Unit”) for aggregate gross proceeds of C$1.9 million. Each Unit issued in the Private Placement consists of one common share and one-half share purchase warrant entitling the holder to purchase one additional share at C$0.20 for a period of two years. The first tranche of the Private Placement included an investment from the Company for 15,910,588 Units at a price of $0.085 per Unit for a total amount of C$1.35 million.
Through completion of the first tranche of the Private Placement, the Company has acquired an aggregate of 15,910,588 common shares and 7,955,294 share purchase warrants of Western Atlas. The common shares controlled by the Company represent approximately 19.89% of the outstanding common shares of Western Atlas. Assuming exercise of the share purchase warrants, the Company would have control and direction over 23,865,882 common shares representing approximately 27.14% of the then outstanding common shares of Western Atlas, after giving effect to the exercise of Gran Colombia’s warrants but assuming no exercise of any other outstanding warrants or options of Western Atlas. The Company can potentially become a “control person” of Western Atlas assuming conversion of the share purchase warrants and has undertaken not to exercise the warrants if such conversion would result in it becoming a control person of Western Atlas, unless and until shareholder approval (excluding the Company’s votes) has been received. Western Atlas intends to seek shareholder approval for the creation of the Company as a “control person” at a special meeting of its shareholders to be held on December 6, 2019.
In connection with the closing of the first tranche of the Private Placement (the “Closing”), Miguel de la Campa, Vice Chairman of Gran Colombia, has been appointed to the board of Western Atlas, effective immediately. In addition, in connection with the Closing, Gran Colombia and Western Atlas also entered into an investor rights agreement, pursuant to which Western Atlas granted the Company certain nomination and participation rights. For so long as Gran Colombia holds at least 5% of the outstanding Common Shares Gran Colombia will be entitled to (i) two nominees on Western Atlas’ board of directors and (ii) the right to maintain its proportionate share in Western Atlas.
The common shares and share purchase warrants were acquired by Gran Colombia for business and investment purposes, including the Company’s previously stated intention of spinning-off its Venezuelan assets into a separate listed vehicle for the purpose of holding, developing, and financing such assets and carrying out its Venezuelan investment strategy. In addition, Gran Colombia may acquire 59,115,555 common shares of Western Atlas in connection with the completion of the transactions contemplated by the Share Purchase Agreement (as described below).
Copies of the early warning report filed by Gran Colombia will be available under Western Atlas’ profile on SEDAR (www.sedar.com) or by contacting Gran Colombia directly at the address below.
Gran Colombia also announced today that pursuant to its press release issued on September 3, 2019, the Company has signed a Share Purchase Agreement to sell all of the outstanding shares of Medoro Resources International Ltd. (“Medoro”) to Western Atlas, subject to the approval of the shareholders of Western Atlas and the TSX Venture Exchange and other customary conditions precedent. Medoro is an indirect wholly-owned subsidiary of the Company which held mining rights to the Lo Increible 4A and Lo Increible 4B concessions near the town of El Callao, Bolivar State, Venezuela (the “Increible Project”) and is seeking their restitution by the current interim government of Venezuela. The closing of the Medoro sale transaction will also be subject to and take place upon the occurrence of (i) the current government of Venezuela being replaced by an internationally recognized and democratically elected government and (ii) completion of the lawful transfer and registration of transfer to Medoro (or to one or more of Medoro’s Venezuelan subsidiaries) of the Increible Project by Venezuelan authorities of competent jurisdiction. The closing of the Medoro sale transaction must occur no later than the second anniversary of the date of the closing of the Private Placement (the “Deadline”). Should the closing not occur by the Deadline, the Share Purchase Agreement may be terminated.
