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TORONTO, Feb. 26, 2014 /CNW/ - Gran Colombia Gold Corp. (TSX: GCM) (the "Company" or "Gran Colombia") announced today that, further to the Company's press release dated February 25, 2013, Gran Colombia has entered into an underwriting agreement (the "Underwriting Agreement") with GMP Securities L.P. (the "Underwriter"). The Underwriting Agreement provides for the purchase of 6,500,000 units (the "Units") of Gran Colombia at a price per Unit of C$1.93 for aggregate gross proceeds to the Company of C$12,545,000.

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 of C$3.25. The Warrants will expire five years following the closing of the Offering (the "Closing Date") and 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 to be filed on SEDAR on February 26, 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, 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 will be 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.

Technical Report

The Company has also filed an amended and restated National Instrument 43-101 technical report on a preliminary economic assessment on its Segovia and Carla Operations in Colombia (the "PEA"). The PEA, which does not alter the mineral resource estimate from the previous report on the Segovia and Carla Operations filed September 20, 2013, demonstrates an estimated life of mine all-in sustaining cost of approximately $850 per ounce over the approximately seven-year mine life of the current mineral resources, made possible by the company's Pampa Verde expansion project and the recently announced improvement in its operating cost structure at its Segovia Operations.

The PEA is available on the Company's website at www.grancolombiagold.com and under the Company's profile on SEDAR at www.sedar.com.

Amended Prospectus

The Company will file the Amended Prospectus in all of the provinces of Canada, except Quebec, which amends the amended and restated preliminary prospectus filed on February 18, 2014 (see the Company's press release filed February 19, 2014).

The Amended Prospectus will be updated to reflect the PEA and the entering into of the Underwriting Agreement, as detailed above.

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 at its Segovia and Marmato Operations. Gran Colombia is currently advancing a project to develop a modern, large-scale, gold and silver mine at its Segovia operations.

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.