15:47:36 EDT Thu 25 Apr 2024
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or Name
USA
CA



Gran Colombia Gold Corp (4)
Symbol GCM
Shares Issued 61,098,630
Close 2020-05-11 C$ 5.52
Market Cap C$ 337,264,438
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Guyana Goldfields receives Gran Colombia offer

2020-05-11 20:16 ET - News Release

See News Release (C-GUY) Guyana Goldfields Inc

An anonymous director of Guyana Goldfields reports

GUYANA GOLDFIELDS ANNOUNCES RECEIPT OF UNSOLICITED PROPOSAL

Guyana Goldfields Inc. has received an unsolicited proposal from Gran Colombia Gold Corp. to acquire all of the issued and outstanding common shares of the company at a share exchange ratio of 0.142 Gran Colombia share for each Guyana Goldfields share. The Gran Colombia proposal, which was announced today by Gran Colombia, is conditional upon the completion of Gran Colombia's proposed concurrent acquisition of Gold X Mining Corp.

On April 27, 2020, the company and Silvercorp Metals Inc. announced a definitive agreement pursuant to which Silvercorp has agreed to acquire all of the issued and outstanding shares of Guyana Goldfields by way of a plan of arrangement under the Canada Business Corporations Act. Under the terms of the transaction, each holder of Guyana Goldfields shares will have the option to receive, for each Guyana Goldfields share held, 60 cents in cash or 0.1195 of a Silvercorp common share (valued at 60 cents based on the volume-weighted average price for Silvercorp common shares for the 20 trading days ended April 24, 2020), subject to a maximum cash consideration of $33.2-million. If all Guyana Goldfields shareholders elect to receive cash, consideration for each share will consist of 20 cents in cash and 0.0796 of a Silvercorp common share (valued at 40 cents based on the volume-weighted average price for Silvercorp common shares for the 20 trading days ended April 24, 2020).

The company's board of directors, in consultation with its legal counsel and financial advisers, is reviewing the Gran Colombia proposal to determine if it constitutes a superior proposal as defined in the arrangement agreement. The board will provide an update to shareholders regarding its determination in due course and does not intend to provide further updates or comments with respect to the foregoing except as required by the terms of the arrangement agreement or by law.

The arrangement agreement remains in effect, and the board has not changed its recommendation in support of the transaction with Silvercorp. There can be no assurance that the Gran Colombia proposal will result in termination of the arrangement agreement and the execution of a definitive agreement with Gran Colombia.

Shareholders who have questions regarding the arrangement agreement with Silvercorp should contact the company's strategic shareholder adviser and proxy solicitation agent Kingsdale Advisors at 1-800-775-1986 or collect call outside North America at 416-867-2272, or by e-mail at contactus@kingsdaleadvisors.com.

Advisers and counsel

RBC Capital Markets is acting as financial adviser to Guyana Goldfields, and Fasken Martineau DuMoulin LLP is acting as Guyana Goldfields' legal adviser. Kingsdale Advisors is acting as strategic shareholder and communications adviser and proxy solicitation agent.

About Guyana Goldfields Inc.

Guyana Goldfields is a Canadian-based gold producer primarily focused on the exploration, development and operation of gold deposits in Guyana, South America.

We seek Safe Harbor.

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