Gran Colombia Announces Voting Results of the Annual General and Special Meeting of Shareholders Held Today; Shareholders Approve Gold X Acquisition
Gran Colombia Announces Voting Results of the Annual General and Special
Meeting of Shareholders Held Today; Shareholders Approve Gold X
Acquisition
TORONTO, May 27, 2021 (GLOBE NEWSWIRE) -- Gran Colombia Gold Corp.’s (TSX: GCM, OTCQX: TPRFF) Annual General
and Special Meeting of Shareholders was held today. The detailed results of the votes for each matter to be acted upon are
set out below:
Item Description of Matter Outcome Voted Voted (%)
1. Fixing the number of directors at six Approved 24,072,290
For
260,970
Against
98.93%
1.07%
2. The election of the following individuals as directors of the Corporation to hold office
until the next annual meeting of the Corporation or until their successors are
appointed or elected:
Serafino Iacono Approved 21,680,334
For
2,652,926
Withheld
89.10%
10.90%
Miguel de la Campa Approved 24,236,886
For
96,374
Withheld
99.60%
0.40%
De Lyle Bloomquist Approved 23,049,503
For
1,238,757
Withheld
94.91%
5.09%
Hernan Martinez Approved 23,087,723
For
1,245,537
Withheld
94.88%
5.12%
Robert Metcalfe Approved 19,365,645
For
4,967,615
Withheld
79.58%
20.42%
Jaime Perez Branger Approved 23,087,673
For
1,245,587
Withheld
94.88%
5.12%
3. Appointment of KPMG LLP as auditors of the Corporation at a remuneration to be
fixed by the directors
Approved 25,843,518
For
49,364
Withheld
99.81%
0.19%
4. Approval of a special resolution authorizing amendments to the Corporation’s Notice
of Articles and Articles under the Business Corporations Act (British Columbia) to: (i)
increase the quorum requirements for future meetings of shareholders of the
Corporation to two persons representing 25% of the issued shares entitled to vote at
the meeting; (ii) increase the quorum requirements for future meetings of the directors
of the Corporation to 50% of the number of directors; (iii) establish a limit on the
maximum number of preferred shares that the Corporation is authorized to issue; and
(iv) require shareholder approval by way of special resolution for the creation of any
new classes or series of shares, all as more particularly described in the
management information circular dated April 16, 2021 (the “Circular”)
Approved 24,180,795
For
152,465
Against
99.37%
0.63%
5. Approval of an ordinary resolution authorizing the issuance of up to 43,641,774
common shares of the Corporation in connection with the proposed acquisition by the
Corporation of all of the outstanding common shares of Gold X Mining Corp. (“Gold
X”) not already owned by the Corporation by way of Plan of Arrangement under the
Business Corporations Act (British Columbia) (the “Arrangement ”), including
common shares of the Corporation issuable upon the exercise of warrants of Gold X
following the effective date of the Arrangement, in accordance with the terms and
Approved 24,097,231
For
236,029
Against
99.03%
0.97%
subject to the conditions of the arrangement agreement dated March 14, 2021
between the Corporation and Gold X, all as more particularly described in the Circular
Update on Gold X Acquisition
Gran Colombia is also pleased to announce that, earlier today, the shareholders of both the Company and Gold X approved the
proposed Arrangement under which the Company will acquire all of the issued and outstanding common shares of Gold X not
already owned by the Company in exchange for Gran Colombia common shares on the basis of 0.6948 of a Gran Colombia
share for each Gold X share.
Gold X expects to apply for a final order of the Supreme Court of British Columbia approving the Arrangement on or about June
1, 2021 (the “Final Order ”). Subject to receipt of the Final Order, as well as the satisfaction or waiver of other customary
closing conditions, Gold X and the Company expect that the Arrangement will become effective at 12:01 a.m. on June 4, 2021.
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’s
portfolio includes equity positions in several listed companies advancing gold and silver projects including a 44.3% equity
interest in Aris Gold Corporation (TSX: ARIS) (Colombia – Marmato; Canada – Juby), a 17.8% equity interest in Gold X Mining
Corp. (TSX-V: GLDX) (Guyana – Toroparu), a 27.3% equity interest in Denarius Silver Corp. (TSX-V: DSLV) (Spain – Lomero;
Colombia – Guia Antigua and Zancudo) and a 25.8% equity interest in Western Atlas Resources Inc. (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.
For Further Information, Contact:
Mike Davies
Chief Financial Officer
(416) 360-4653
Cautionary Statement on Forward-Looking Information:
Certain of the information contained in this news release constitutes 'forward-looking information within the meaning of
securities laws. Such forward-looking statements, including but not limited to statements relating to anticipated timing of the
hearing of the application for the Final Order and the anticipated timing of completion of the Arrangement, involve numerous
assumptions, including assumptions concerning the receipt, in a timely manner of the Final Order and the satisfaction of the
other closing conditions to the Arrangement. Management believes that the expectations reflected in the forward-looking
statements are based upon reasonable assumptions; however such forward-looking statements are also subject to various
known and unknown risks, uncertainties and other factors which may cause the actual results or events to be materially
different from those expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors
include, among others, withdrawal or modification of previously obtained regulatory or other third party consents, material
adverse effects on the business, properties and assets of Gold X and/or Gran Colombia and the ability to obtain, in a timely
manner, or at all, the Final Order. Although Gran Colombia has attempted to identify important factors that could cause actual
results or events to differ materially from those contained in forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be
accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements. Gran Colombia does not undertake to update any
forward-looking statements, except in accordance with applicable securities laws.
None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States
Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws, and any securities issuable in
the transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements
pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press
release does not constitute an offer to sell or the solicitation of an offer to buy any securities.