GRAN COLOMBIA COMPLETES MERGER WITH MEDORO TO CREATE COLOMBIA’S PREMIER GOLD COMPANY

GRAN COLOMBIA COMPLETES MERGER WITH MEDORO TO CREATE COLOMBIA’S PREMIER GOLD COMPANY

PR Newswire

TORONTO, June 13, 2011 /PRNewswire/ – Gran Colombia Gold Corp. (TSX: GCM,
GCM.WT, GCM.WT.A) announced today the completion of its merger with
Medoro Resources Ltd. (TSX: MRS, MRS.WT). The combined company
continues under the name “Gran Colombia Gold Corp.”

“This is an important milestone for Gran Colombia and its shareholders,”
said Serafino Iacono, Executive Co-Chairman of the combined company.
“The merger creates Colombia’s premier gold company with an attractive
portfolio of gold and silver assets, and numerous growth opportunities through the
combined inventory of Gran Colombia and Medoro’s potential exploration
and development projects.”

Gran Colombia’s new senior management team is composed of officers of
Gran Colombia and Medoro, with Maria Consuelo Araujo continuing to
serve as Chief Executive Officer and Serafino Iacono and Miguel de la
Campa continuing to serve as Executive Co-Chairmen. Donald East will
serve as Chief Operating Officer, Michael Davies will continue to serve
as Chief Financial Officer, Jos Oro will serve as Vice-President,
Production and Corporate Development, Vicente Medoza will service as
Vice-President, Exploration, Carlos Pinglo will serve as
Vice-President, Finance and Peter Volk will continue to serve as
General Counsel and Secretary.

The directors of Gran Colombia are now Serafino Iacono, Miguel de la
Campa, Maria Consuelo Araujo, Ronald Pantin, Jos Francisco Arata,
Richard Lozano, Jorge Neher, Stephen Wilkinson, Robert Hines, Robert
Doyle, J. Randall Martin, Hernan Martinez, Courtney Neeb, Jaime P.
Branger, Robert Metcalfe and Augusto Lopez.

The merger was effected by way of a statutory plan of arrangement under
the Business Corporations Act (Yukon), pursuant to which a wholly-owned subsidiary of Gran Colombia
amalgamated with Medoro. Under the plan of arrangement, Medoro
shareholders received 1.20 common shares in the capital of Gran
Colombia plus 0.50 of a Gran Colombia common share purchase warrant for
each Medoro common share held. Medoro warrantholders and optionholders
had their securities exchanged for Gran Colombia options and warrants
on an equivalent basis and upon exercise thereof, and payment of the
applicable exercise price, will be entitled to receive Gran Colombia
common shares and Gran Colombia common share purchase warrants.

The plan of arrangement was approved by Medoro securityholders at a
meeting held on June 7, 2011. Gran Colombia shareholders approved the
issuance of the Gran Colombia common shares in connection with the
arrangement at a meeting also held on June 7, 2011. The Supreme Court
of Yukon granted a final order approving the arrangement earlier today
and the merger was completed effective as of Friday June 10, 2011.

After giving effect to the arrangement, Gran Colombia has 389,686,629
common shares, 194,438,146 listed warrants and 27,744,591 options
(excluding compensation options) issued and outstanding, of which
Medoro securityholders are entitled to 172,886,495 common shares and
72,035,656 warrants as consideration. Further details with respect to Gran
Colombia’s share capitalization are set out below.

Gran Colombia Capital Structure (Post-Arrangement)1:

The additional Gran Colombia common shares will be listed on the Toronto
Stock Exchange (“TSX“) under ticker symbol “GCM” and the Medoro common shares are expected
to be delisted from the TSX within two to three days after receipt by
the TSX of all required documentation. Gran Colombia will now also
have two sets of public warrants trading under the ticker symbols
“GCM.WT” and “GCM.WT.A”, respectively.

The following table describes and summarizes the fully diluted share
capital of Gran Colombia following the completion of the arrangement:

Number of Gran Colombia
Common Shares
Common Shares (TSX: GCM) 389,686,629
Reserved for issuance on exercise of Gran Colombia Warrants expiring
August 24, 2015 (TSX: GCM.WT)
157,973,149
Reserved for issuance on exercise of Gran Colombia Warrants expiring
November 3, 2011 (TSX: GCM.WT.A)
36,464,997
Reserved for issuance on exercise of Gran Colombia options 10,562,500
Reserved for issuance on exercise of First Gran Colombia Private
Placement Compensation Options
1,350,000
Reserved for issuance on exercise of Second Gran Colombia Private
Placement Compensation Options
15,468,750
Reserved for issuance on exercise of Exchanged Gran Colombia Options 17,182,091
Reserved for issuance on exercise of Exchanged Gran Colombia Warrants2 8,506,268
Reserved for issuance on exercise of Exchanged Special Gran Colombia
Warrants
3,095,113
Total (Fully Diluted) 640,289,497
Notes:
1 For additional details with respect to the exercise prices of the
above-noted warrants and options, please see the joint information
circular dated May 6, 2011 (the “Circular“). Capitalized terms not defined herein have the meaning ascribed to
them in the Circular.
2 The Medoro November 2009 Warrants (formerly “MRS.WT”) are now Gran
Colombia Warrants (“GCM.WT.A”).

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 six underground mines in operation. In
addition, Gran Colombia is also developing a large-scale, open-pit gold
and silver mine at Marmato. The Company is carrying out significant
exploration in and around its existing operations. The Company also
has a highly-prospective land position in Colombia as well as an
advanced stage property in Venezuela and earlier stage properties in
Mali.

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 Gran Colombia 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 based on
current expectations and beliefs and Gran Colombia disclaims, 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.

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