Gran Colombia Gold Corp. (TSX:GCM) entered into a definitive agreement to acquire remaining 81.9% stake in Gold X Mining Corp. (TSXV:GLDX) for approximately CAD 190 million on March 14, 2021. Pursuant to the agreement, each share of Gold X Mining will be exchanged for 0.6948 shares of Gran Columbia. As a result of the transaction, Gran Colombia and Gold X will merge. The Agreement also provides for a termination fee of CAD 5.5 million to be paid by Gold X to Gran Colombia and a reverse termination fee of CAD 5.5 million to be paid by Gran Colombia to Gold X.

The transaction closing is subject to approval of at least 66 2/3% of the votes cast by Gold X shareholders, and approval of a simple majority of the votes cast by Gold X shareholders, excluding votes from certain shareholders, including Gran Colombia. Completion of the Arrangement is also subject to the receipt of court and stock exchange approvals, the approval of a simple majority of the shareholders of Gran Colombia to the issuance of the Gran Colombia Shares and other customary closing conditions for transactions of this nature. Gold X intends to call a meeting of shareholders to be held in May 2021 to seek shareholder approval for the Arrangement. Gran Colombia intends to hold its shareholder meeting on or around the date of the Gold X Meeting. The Gold X board has unanimously approved the Agreement and recommends to shareholders that they vote in favour of the Arrangement. The Agreement has also been unanimously approved by the board of directors of Gran Colombia. The special meeting of Gold X shareholders to approve the transaction will held on May 27. 2021. The special committee of independent directors of Gold X has unanimously recommended Gold X shareholders to vote in favour of the transaction. Gran Colombia is also pleased to announce that, earlier today, the shareholders of both the Company and Gold X approved the proposed Arrangement. 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. Supreme Court of British Columbia approved the transaction on June 1, 2021.

The transaction is expected to close in late May or early June 2021. As of May 27, 2021, the transaction is expected to become effective on June 4, 2021. The special committee of independent directors of Gold X has received a fairness opinion from BMO Capital Markets. Gran Colombia has engaged Canaccord Genuity Corp. as its financial advisor and Peter Volk of Wildeboer Dellelce LLP as its legal advisor. BMO Capital Markets is acting as financial advisor to the Gold X Special Committee and Jennifer Honeyman of Stikeman Elliott LLP is acting as legal advisor to Gold X and the Special Committee in connection with the transaction.

Gran Colombia Gold Corp. (TSX:GCM) completed the acquisition of remaining 81.9% stake in Gold X Mining Corp. (TSXV:GLDX) on June 4, 2021.