Gran Colombia Gold Corp. (TSX: GCM) (OTCQX: TPRFF) announced today it has entered into an agreement with a syndicate of underwriters co-led by GMP Securities L.P. and Scotiabank pursuant to which the Underwriters have agreed to purchase on a bought deal, private placement basis C$20,000,000 aggregate principal amount of convertible unsecured subordinated debentures at a price of C$1,000 per C$1,000 principal amount of debentures. Gran Colombia also announced the termination of its C$25,000,000 best efforts offering of units, previously announced on March 1, 2019.

Serafino Iacono, Executive Co-Chairman of Gran Colombia, commented: “We are very pleased to be replacing the previously announced equity offering with the Private Placement.  Given the decline in our share price on Friday, we determined that it would not be in the best interests of Gran Colombia to proceed with the equity offering. Over the last couple years, we have significantly improved the Company, reaching mid-tier status by bringing our annual gold production to 218,000 ounces last year and, as previously disclosed, we expect to produce between 210,000 and 225,000 ounces this year. We have also strengthened our balance sheet and our operating cash flow, providing us with the capacity to continue to internally fund our ongoing exploration, development and capital expenditure programs. In 2018, we were pleased to be able to report our maiden mineral reserve for our Segovia gold project. We believe the Private Placement affords us the opportunity to move ahead with our objective of accelerating the drilling program to significantly add reserves, production and mine life at our high-grade Segovia Operations to strengthen our enterprise value. February has proved to be another solid production month for Gran Colombia, and later this week we expect to finalize and release mineral reserve and resource updates for Segovia. Management continues to believe in the opportunities that lie ahead to grow this Company and intends to subscribe for up to 10% of the Private Placement.”

The Convertible Debentures will mature five years and one day after the issuance date and will accrue interest at the rate of 8.00% per annum, payable monthly. At the holders’ option, the Convertible Debentures may be converted into common shares of Gran Colombia at any time and from time to time, up to the Maturity Date, at a conversion rate of approximately 210.53 common shares per C$1,000 principal amount, subject to adjustment in certain circumstances, which equates to an initial conversion price of C$4.75, representing a 33% premium to the closing price on the Toronto Stock Exchange on March 1, 2019, for each common share of the Company.

The Convertible Debentures will not be listed and will be convertible unsecured obligations of Gran Colombia, subordinated to senior indebtedness of the Company and ranking equally with all present and future unsecured subordinated indebtedness of the Company.

On and after the first anniversary of the issuance date, Gran Colombia may, at its option, on not more than one occasion during each twelve-month period beginning on each yearly anniversary of the issuance date, redeem up to 10% of the aggregate principal amount of the Convertible Debentures then outstanding, at par plus accrued and unpaid interest, in cash on not less than 30 and not more than 60 days’ prior written notice (during which period the holders of the Convertible Debentures may, for the avoidance of doubt, convert their Convertible Debentures into Common Shares). The Convertible Debentures are repayable in cash at maturity.

The Company intends to use the net proceeds of the Private Placement solely to accelerate its ongoing exploration programs at its high-grade Segovia gold project, including technical and other studies to be carried out over the next approximately six months to identify and prioritize drilling targets followed by a drilling campaign, over and above what is already planned by the Company in 2019. The objective of the drilling program is to increase mineral reserves for future production growth and to extend the mine life of the Segovia Operations.

Closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals.

The Closing Date will take place on or about March 26, 2019, or such other date agreed upon by the Company and the Underwriters.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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 Segovia and Marmato Operations. Gran Colombia is continuing to focus on exploration, expansion and modernization activities at its high-grade Segovia Operations.