Silver-Linked Noteholders Announce Opposition to Revised Restructuring Proposal by Gran Columbia that Significantly Prejudices the Silver-Linked Notes in Favour of the Gold-Linked Notes

TORONTO, Dec. 3, 2015 /CNW/ - MMCAP International Inc. SPC, a principal holder of the Silver-Linked Notes issued by Gran Columbia Gold Corp. ("Gran Colombia") (TSX: GCM, OTC: TPRFF), announced today that it has commenced discussions with other holders of Silver-Linked Notes to form an ad hoc group (the "Silver Noteholder Group") to oppose Gran Colombia's most recent revised debt restructuring proposal (the "Restructuring Proposal") under the Business Corporations Act (British Columbia).

On November 25, 2015, Gran Colombia announced certain changes to the Restructuring Proposal and rescheduled the special meetings of securityholders called to consider the Restructuring Proposal to December 22, 2015. Subsequently, on November 30, 2015, Gran Colombia announced further changes to the Restructuring Proposal and the mailing of proxy-related materials to its securityholders.

The Silver Noteholder Group believes that Gran Columbia's further changes to the Restructuring Proposal announced on November 30, 2015 significantly prejudice the holders of the Silver-Linked Notes and deliberately favour the Gold-Linked Notes. In particular:

  • the rate of cash interest for holders of Gold-Linked Notes is reduced by 40%, while the rate for Silver-Linked Notes is reduced by 80%
  • the cash flow sweep for holders of Gold-Linked Notes is increased from 50% to 75%, and eliminated completely for Silver-Linked Notes
  • the conversion price for holders of Gold-Linked Notes is reduced from US$0.30 to US$0.20 even though the current conversion price to silver is much lower
  • a US$2,000,000 restructuring fee is paid to holders of Gold-Linked Notes despite that Gran Colombia may be unable to meet its obligations as they generally become due
  • on maturity, holders of Gold-Linked Notes must be repaid in cash, while the Silver-Linked Notes may be repaid in shares without any minimum trading value condition 

Notwithstanding its assertions, we are not aware of Gran Colombia engaging in any meaningful consultation with the holders of Silver-Linked Notes that were not also holders of Gold-Linked Notes.   

The principal changes relating to the PIK-Toggle Senior Secured Convertible Debentures due 2020 (the "2020 Debentures") for which the Gold-Linked Notes may be exchanged include the  following:

Original Gold Proposal

Revised Gold Proposal



NIL

US$2,000,000 restructuring fee added to the aggregate principal amount outstanding under the Gold-Linked Notes.



2020 Debentures bear cash interest at 3.00% per annum, or pay-in-kind (PIK) interest at 4.00% per annum.

2020 Debentures bear cash interest at 6.00% per annum, or PIK interest at 9.00% per annum.



2020 Debentures convertible at option of the holder at a conversion price of $0.30 per share (3,333.33 shares per $1,000 principal amount).

2020 Debentures convertible at option of the holder at a conversion price of $0.20 per share (5,000  shares per $1,000 principal amount).



On maturity, provided the value of the common shares is greater than 3 times the outstanding principal amount of the 2020 Debentures, company may repay by issuing shares at 95% of the VWAP of the shares.

On maturity, the repayment obligations must be settled in cash.



Cash flow sweep of 50% into sinking fund applied towards repayment of the 2020

Debentures.

Cash flow sweep of 75% paid into sinking fund applied towards repayment of 2020

Debentures.



Maturity date of October 30, 2020.

Maturity date of January 2, 2020.

The principal changes relating to the PIK-Toggle Senior Unsecured Convertible Debentures due 2018 (the "2018 Debentures") for which the Silver-Linked Notes may be exchanged include the  following:

Original Silver Proposal

Revised Silver Proposal



2018 Debentures bear cash interest at 1.50% per annum, or pay-in-kind (PIK) interest at 2.50% per annum.

2018 Debentures bear cash interest at 1.00% per annum, or PIK interest at 2.00% per annum.



2018 Debentures convertible at option of the holder at a conversion price of $0.25 per share (3,333.33 shares per $1,000 principal amount).

No change.



On maturity, provided the value of the common shares is greater than 3 times the outstanding principal amount of the 2018 Debentures, company may repay by issuing shares at 95% of the VWAP of the shares.

On maturity, company may repay the outstanding principal amount of the 2018 Debentures by issuing shares at 95% of the VWAP of the shares.



Cash flow sweep of 25% into sinking fund applied towards repayment of the 2018

Debentures.

Provision deleted.



Maturity date of August 31, 2022.

Maturity date of August 11, 2018.

The Silver Noteholder Group has concluded that changes to certain features of the Restructuring Proposal unduly favour the holders of the Gold-Linked Notes to the detriment of the holders of the Silver-Linked Notes, and are clearly oppressive and not in the best interests of the holders of the Silver-Linked Notes. Accordingly, the Silver Noteholder Group intend to oppose the current Restructuring Proposal and have retained McMillan LLP to explore the legal options available to them.

The Silver Noteholder Group may be contacted by other holders of the Silver-Linked Notes for additional information or to join the ad hoc group using the contact information set out below.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION FOR OFFERS TO BUY ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND AS A RESULT MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS ABSENT U.S. REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE U.S. REGISTRATION REQUIREMENTS.

Cautionary Statement on Forward Looking Statements

This news release may contain forward-looking statements or forward looking information under securities legislation including the intention of the Silver Noteholder Group to oppose the restructuring proposal and the formation of an ad hoc group. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

SOURCE MMCAP International Inc. SPC

For further information: Hillel Meltz, MMCAP International Inc. SPC, Tel: (416) 408-0996, e-mail: hmeltz@mmcap.ky

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MMCAP International Inc. SPC

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