Gran Colombia Gold Corp. (TSX:GCM) proposed to acquire remaining 95% stake in Guyana Goldfields Inc. (TSX:GUY) for approximately CAD 150 million on May 11, 2020. As part of the consideration, Gran Colombia will acquire all of the outstanding shares of Guyana Goldfields at a share exchange ratio of 0.142 Gran Colombia shares for each Guyana Goldfields share. In support of the Proposal, Gran Colombia has already purchased 8.7 million shares of Guyana Goldfields. In a related transaction, Gran Colombia signed a definitive agreement to complete a business combination with Gold X Mining Corp. Gran Colombia will merge with Gold X Mining and Guyana Goldfields. In the combined entity, shareholders of Gran Colombia will own approximately 60% of the combined company, with Guyana Goldfields and Gold X shareholders owning approximately 25% and approximately 15%, respectively, on a basic shares outstanding basis. In addition, Gran Colombia can provide Guyana Goldfields with a loan of up to $15 million (CAD 21.06 million) with a defined use of proceeds related to ongoing operations at the Aurora Underground Project, as well as for certain working capital and general corporate purposes. Post completion, the combined entity will continue as Gran Columbia and will be managed by the current Gran Colombia executive team, with corporate headquarters remaining in Toronto.

The transaction is subject to approval by a simple majority of the votes cast by Gran Colombia shareholders, and by more than two-third of the votes cast by Guyana Goldfields shareholders at their respective special meetings of shareholders, signing of definitive documentation with Guyana Goldfields, as well as the receipt of regulatory approvals including the approvals of the Toronto Stock Exchange and TSX Venture Exchange and other customary conditions. In addition, the proposal to Guyana Goldfields is conditional on the concurrent acquisition of Gold X. Scotiabank is acting as financial advisor to Gran Colombia and Wildeboer Dellelce LLP is acting as Gran Colombia's legal advisor. RBC Capital Markets is acting as financial advisor to Guyana Goldfields and Fasken Martineau DuMoulin LLP is acting as Guyana Goldfields' legal advisor. Kingsdale Advisors is acting as strategic shareholder and communications advisor and proxy solicitation agent on behalf of Guyana.