Gran Colombia Gold Corp. (TSX: GCM) (OTCQX: TPRFF) announced that it has acquired 33,666,666 common shares of Denarius Silver Corp. (TSX-V: DSLV) in connection with the completion of the Reverse Takeover Transaction, as more particularly described below.
On February 19, 2021, the Issuer completed a share purchase transaction with Gran Colombia pursuant to which the Issuer acquired certain 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. and Gran Colombia Gold Titiribi Corp. 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.
Concurrently with the completion of the Zancudo Transaction, on February 19, 2021 the Issuer completed a three-cornered amalgamation with 1255269 B.C. Ltd. and 1270702 B.C. Ltd., pursuant to which the Issuer acquired certain 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 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 on November 9, 2020 to raise aggregate proceeds of CA$8,403,774 through the sale of 18,675,053 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 constituted a reverse takeover under the policies of the TSX Venture 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 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. (TSX-V: WA) (Nunavut – Meadowbank).
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