Mr. Mike Davies reports
GRAN COLOMBIA GOLD SIGNS LETTER OF INTENT TO SPIN OFF VENEZUELAN ASSETS TO WESTERN ATLAS RESOURCES INC.; PARTICIPATING IN WESTERN ATLAS FINANCING
Gran Colombia Gold Corp. entered into a letter of intent (LOI) on Aug. 31, 2019, with Western Atlas Resources Inc. outlining the terms on which it intends to spin off its Venezuelan assets in exchange for $20-million (U.S.) in common shares of Western Atlas (the Increible transaction) and also acquire up to a 19.9-per-cent equity interest in Western Atlas by way of a $1.4-million (Canadian) subscription into Western Atlas's proposed private placement as described further below.
The LOI further contemplates that upon closing of the private placement, Miguel de la Campa, vice-chairman of Gran Colombia, will be appointed to the board of Western Atlas, and that Gran Colombia will also be entitled to appoint one additional member to the board of Western Atlas at its next annual general meeting. Serafino Iacono, executive chairman of Gran Colombia, currently serves as non-executive chairman and beneficially owns/controls approximately 21 per cent of the outstanding shares of Western Atlas.
Gran Colombia and Western Atlas will enter into definitive agreements with respect to the private placement and the Increible transaction following completion of satisfactory due diligence by the parties. The closing of the private placement is expected to take place as soon as reasonably practicable following the execution and delivery of the subscription agreement.
The closing of the Increible transaction will be subject to, among other things, the approval of the shareholders of Western Atlas and the approval of the TSX Venture Exchange.
Western Atlas is a Canadian junior mining company whose Meadowbank project is located in Nunavut, Canada, and consists of over 58,000 hectares (580 square kilometres) of highly prospective and strategically located mineral claims. The Meadowbank project is located immediately adjacent to Agnico Eagle's Meadowbank producing gold mine and its Amaruq gold deposit which is currently under development as a satellite mining operation to Meadowbank for start-up in 2019. The Meadowbank project is 100 per cent owned by Western Atlas and is fully permitted for exploration, including drilling.
Serafino Iacono, executive chairman of Gran Colombia, commented: "As we said earlier this year, we are incredibly excited with the future prospects of Venezuela and are eager to be a partner in the reconstruction of the country. We also indicated that we would spin off our Venezuelan assets into a separate listed vehicle for the purposes of holding, developing and financing these assets and carrying out our Venezuelan investment strategy. In Western Atlas, not only have we found a partner with a similar passion for the longer term strategy in Venezuela, but their Canadian project provides us with an opportunity to enhance the value of our investment as they carry out their exploration program."
The Increible transaction
Pursuant to the LOI, Western Atlas will acquire from Gran Colombia all of the outstanding shares of Medoro Resources International Ltd., an indirect wholly owned subsidiary of Gran Colombia. Medoro held mining rights to the Lo Increible 4A and Lo Increible 4B concessions near the town of El Callao, Bolivar state, Venezuela, and is seeking their restitution by the current interim government of Venezuela.
Gran Colombia and Western Atlas are currently working on a definitive agreement with respect to the share purchase and the transaction is subject to the approval of the shareholders of Western Atlas and the TSX-V.
The purchase price for the acquisition of Medoro by Western Atlas will be $20-million (U.S.) (equivalent to $26.6-million (Canadian) based on the exchange rate per the LOI) to be satisfied by the issuance to Gran Colombia of 59,115,555 common shares of Western Atlas, representing a deemed price of 45 cents per Western Atlas share.
The closing of the Increible transaction will take place upon the occurrence of both the following events:
The current government of Venezuela being replaced by an internationally recognized and democratically elected government;
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.
Medoro's mining rights to the Lo Increible 4A and Lo Increible 4B mining contracts were nationalized by the current regime in Venezuela. This will require Medoro to complete the process of restitution of such mining rights which is the second of the two closing triggers described above. A working committee consisting of one representative from each of Gran Colombia and Western Atlas will be formed in order to manage the process of restitution to Medoro of the mineral rights to the Increible project. The share purchase agreement will provide that, at the direction of the committee, Gran Colombia and Medoro will take all actions necessary for the restitution to Medoro of the Increible project, including, without limitation, hiring consultants, issuing of powers of attorney and, negotiating terms for the restitution of such rights.
The closing triggers must occur no later than the second anniversary of the date of the closing of the private placement. Should the closing triggers not occur by the deadline, the share purchase may be terminated.
Each of Gran Colombia and Western Atlas will take such reasonable steps as are required to obtain TSX-V approval for the timely completion of the share purchase, including obtaining any shareholder approvals required in connection therewith. Western Atlas will seek any approval required from its shareholders no later than the date of the next annual general meeting of Western Atlas's shareholders, anticipated to be in January, 2020, and which shall be held no later than May 10, 2020.
The Western Atlas private placement
Western Atlas has also announced a private placement to raise gross proceeds of between $3-million and $5-million in a mix of flow-through units and non-flow-through units at a price of 10 Canadian cents per FT unit and 8.5 Canadian cents per NFT unit.
The FT units will consist of one flow-through common share and one-half of one non-flow-through common share purchase warrant, with each whole warrant exercisable for one additional Western Atlas share at a price of 20 Canadian cents for a period of two years from the closing of the private placement.
The NFT units will consist of one non-flow-through common share and one-half of one non-flow-through common share purchase warrant, with each whole warrant exercisable for one additional Western Atlas share at a price of 20 cents for a period of two years from the closing of the private placement.
Proceeds from the private placement will be used by Western Atlas for the drilling program at its Meadowbank project, seeking restitution of the Increible project, and general and administrative expenses.
Under the terms of the LOI, Gran Colombia may purchase additional NFT units provided that at closing of the private placement, it will hold no more than 19.9 per cent of the voting rights attached to all outstanding voting securities of Western Atlas after giving effect to the closing of the private placement but without giving effect to the exercise of any warrants comprising part of the NFT units purchased by it. Gran Colombia shall not exercise warrants acquired by it in the private placement to the extent that such exercise would result in it holding (in aggregate) 20 per cent or more of any of the voting rights attached to all outstanding voting securities of Western Atlas until Western Atlas has obtained shareholder approval for Gran Colombia becoming a control person of Western Atlas and the approval of the TSX-V. Western Atlas will seek such approval from its shareholders at a special meeting of its shareholders to be held by no later than 90 days following closing of the private placement. For the avoidance of doubt, the closing of the private placement shall not be conditional upon the receipt of such shareholder approval unless required by the TSX-V.
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.
We seek Safe Harbor.
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