/EINPresswire.com/ -- TORONTO, ONTARIO -- (Marketwired) -- 12/03/15 -- MMCAP International Inc. SPC, a principal holder of the Silver-Linked Notes issued by Gran Columbia Gold Corp. ("Gran Colombia"), 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  2020 Debentures bear cash interest at
3.00% per annum, or pay-in-kind (PIK)  6.00% per annum, or PIK interest at
interest at 4.00% per annum.           9.00% per annum.

2020 Debentures convertible at option  2020 Debentures convertible at option
of the holder at a conversion price    of the holder at a conversion price
of $0.30 per share (3,333.33 shares    of $0.20 per share (5,000 shares per
per $1,000 principal amount).          $1,000 principal amount).

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

Cash flow sweep of 50% into sinking    Cash flow sweep of 75% paid into
fund applied towards repayment of the  sinking fund applied towards
2020                                   repayment of 2020
Debentures.                            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  2018 Debentures bear cash interest at
1.50% per annum, or pay-in-kind (PIK)  1.00% per annum, or PIK interest at
interest at 2.50% per annum.           2.00% per annum.

2018 Debentures convertible at option  No change.
of the holder at a conversion price
of $0.25 per share (3,333.33 shares
per $1,000 principal amount).

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

Cash flow sweep of 25% into sinking    Provision deleted.
fund applied towards repayment of the
2018
Debentures.

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.

Contacts:
Hillel Meltz
MMCAP International Inc. SPC
(416) 408-0996
hmeltz@mmcap.ky