Gran Colombia announces an overnight marketed offering

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TORONTO, Feb. 25, 2014 /CNW/ - Gran Colombia Gold Corp. (TSX: GCM) (the "Company" or "Gran Colombia") announced today that, in connection with the Company's previously announced equity offering (the "Offering") (see press releases dated November 19, 2013 and February 19, 2014), the Company will proceed with an overnight marketed offering of securities whereby GMP Securities L.P. (the "Underwriter") will act as the underwriter in respect of the Offering. An underwriting agreement for the Offering has not yet been entered into by the Company and the Underwriter. The Units will be priced in the context of the market, with final terms of the Offering to be determined at the time of pricing and the entering into an underwriting agreement.

Each Unit will consist of one common share in the capital of the Company (each, a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at a price to be determined in the context of the market. Warrants will expire five years following the closing of the Offering (the "Closing Date"). The Warrants will be subject to an accelerated expiration date in certain circumstances, as more particularly described in the Company's amended and restated preliminary short form prospectus filed on SEDAR February 18, 2014 (the "Amended Prospectus").

The Underwriter will also have the option to purchase from the Company additional Units up to a number equal to 15 percent of the Units issued under the Offering, exercisable for additional Common Shares and/or Warrants, in any combination, on the same terms and conditions at any time and from time to time up to 30 days from and including the Closing Date to cover over-allotments, if any, and for market stabilization purposes.

The closing of the Offering is subject to certain conditions including, but not limited to, the execution of a definitive underwriting agreement with the Underwriter, receipt of all necessary regulatory and stock exchange approvals including the receipt of listing approval by the Toronto Stock Exchange.

The Closing Date will take place in March, 2014, or such other date agreed upon by the Company and the Underwriter. For more information, potential investors should read the Amended Prospectus, together with the documents incorporated by reference therein, including the risk factors. A copy of the Amended Prospectus is available on the SEDAR website at www.sedar.com.

The securities offered have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. State securities laws and may not be offered or sold, directly or indirectly, within the United States or its territories or possessions or to or for the account of any U.S. person (as defined in Regulation S under the U.S. Securities Act) other than pursuant to an available exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer to sell or a solicitation of an offer to buy any such securities within the United States, or its territories or possessions, or to or for the account of any U.S. person.

About Gran Colombia Gold Corp.

Gran Colombia is a Canadian-based gold and silver exploration, development and production company with its primary focus in Colombia. Gran Colombia is currently the largest underground gold and silver producer in Colombia with several underground mines in operation. In addition, Gran Colombia is advancing a project to develop a large-scale, gold and silver mine at its Marmato operations, and has an advanced stage property in Venezuela.

Additional information on Gran Colombia can be found on its website at www.grancolombiagold.com and by reviewing its profile on SEDAR at www.sedar.com.

Cautionary Statement on Forward-looking Information

This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Gran Colombia to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements contained herein are made as of the date of this press release and Gran Colombia disclaim, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. 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 Gran Colombia Gold Corp.