SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 26, 2018 NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR

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1 SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 26, 2018 NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR FEBRUARY 22, 2018

2 GRAN COLOMBIA GOLD CORP. 401 Bay Street, Suite 2400, P.O. Box 15 Toronto, Ontario M5H 2Y4 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that the Special Meeting (the "Meeting") of the shareholders of GRAN COLOMBIA GOLD CORP. (the "Corporation") will be held on March 26, 2018 at 10:00 a.m. (Toronto time) in the offices of Dentons Canada LLP, 77 King Street West, Suite 400, Toronto-Dominion Centre Toronto, ON M5K 0A1 Canada, for the following purposes: TO CONSIDER and, if deemed advisable, pass an ordinary resolution (the "Resolution") to approve the proposed financing of up to 152,000 units of the Corporation ("Units"), each Unit consisting of US$1, principal amount of senior secured gold-linked notes and 124 common share purchase warrants, pursuant to a private placement, all as more specifically set out in the Circular; and TO TRANSACT such further and other business as may properly come before the Meeting or any adjournment or adjournments thereof. The accompanying management information circular dated February 22, 2018 (the "Circular") provides information relating to the matters to be addressed at the Meeting and is incorporated into this notice of meeting (the "Notice of Meeting"). The Board of Directors of the Corporation has fixed the close of business on February 20, 2018 as the record date (the "Record Date") for the purpose of determining shareholders entitled to receive notice of and vote at the Meeting. Only shareholders whose names have been entered in the register of shareholders as of the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. Each common share of the Corporation entitled to be voted at the Meeting will entitle the holder thereof to one vote at the Meeting. The requisite approval for the Resolution is a simple majority of the votes cast on the Resolution by shareholders present in person or by proxy at the Meeting. All other resolutions that come before the Meeting must be approved by a simple majority of the votes cast by the shareholders present in person or by proxy at the Meeting, unless the resolution is a special resolution in which case a majority of 66 2/3% of the votes cast by the shareholders present in person or by proxy at the Meeting will be required. Registered shareholders are entitled to vote at the Meeting either in person or by proxy. Those registered shareholders who are unable to attend the Meeting are requested to read, complete, sign and mail the enclosed form of proxy or to vote electronically in accordance with the instructions set out in the proxy and in the Circular by no later than 10:00 a.m. (Toronto time) on March 22, 2018, or in the event the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for any reconvened or postponed Meeting. The time limit for deposit of proxies may be waived or extended by the Chairman of the Meeting at his or her discretion, without notice. The Chairman of the Meeting is under no obligation to accept or reject any particular late proxy. Non-registered shareholders must seek instruction on how to complete their form of proxy and vote their shares from their broker, trustee, financial institution or other nominee. If you have any questions, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, toll-free at The Circular will be available on SEDAR at The Board of Directors of the Corporation unanimously recommend that shareholders VOTE FOR the Resolution. In the absence of any instruction to the contrary, the shares represented by proxies i

3 appointing the management designees named in the accompanying form of proxy will be VOTED FOR the Resolution. DATED at Toronto, Ontario, this 22 nd day of February, BY ORDER OF THE BOARD "Lombardo Paredes Arenas" Lombardo Paredes Arenas Chief Executive Officer ii

4 Q: What am I voting on? Q&A ON PROXY VOTING A: At the Special Meeting (the "Meeting") of the holders (the "Shareholders") of Gran Colombia Gold Corp. (the "Corporation" or "Gran Colombia") common shares (the "Shares"), Shareholders are voting to, if deemed advisable, pass an ordinary resolution (the "Resolution") to approve the proposed financing of up to 152,000 units of the Corporation ("Units"), each Unit consisting of US$1, principal amount of senior secured gold-linked notes due 2026 (the "Notes") and 124 Share purchase warrants (the "Warrants") of the Corporation, pursuant to a private placement (the "Offering"), all as more fully described in this management information circular dated February 22, 2018 (the "Circular"). The net proceeds of the Offering will be used for: (1) the redemption in full, at par, of the Corporation's: (a) senior unsecured convertible debentures due August 11, 2018 (the "2018 Debentures"); (b) senior secured convertible debentures due January 2, 2020 (the "2020 Debentures"); and (c) the portion of 2020 Debentures of which, among other things, the maturity date was extended to January 2, 2024 (the "2024 Debentures" and, together with the 2018 Debentures and the 2020 Debentures, the "Outstanding Debentures"); and (2) general corporate purposes. Q: Why should I support the Resolution? A: The Corporation has proposed the Offering for the following reasons: 1. Simplified Capital Structure By approving the Resolution, Shareholders will enable to the Corporation to have just one long-term debt instrument. 2. Enhance Shareholder Value This is done by capping the potential dilution to existing Shareholders, through exercise of the Warrants, at up to 18.8 million additional Shares compared to a range of 18.7 million to 72.1 million additional Shares underlying the Outstanding Debentures. 3. Operational Flexibility The terms and covenants of the new Notes also provide the Corporation with improved operating flexibility to execute on its strategy and business plans. Q: Who is entitled to vote? A: If you owned your Shares as at the close of business on February 20, 2018, you are entitled to vote. As of the date of this Circular, there are 21,020,739 Shares outstanding, each carrying one vote. Q: How do I vote? A: There are two ways you can vote. You may vote in person at the Meeting, in which case please read the instructions set out after the following question. If you do not plan to attend the Meeting and you are a registered Shareholder you may sign the enclosed form of proxy appointing the named persons or some other person you choose, who need not be a Shareholder, to represent you as proxyholder and vote your Shares at the Meeting. If your Shares are held in the name of a nominee (a bank, trust company, securities broker, trustee or other), you will have received from your nominee either a request for voting instructions or a form of proxy for the number of Shares you hold. For your Shares to be voted, please follow the voting instructions provided by your nominee (a bank, trust company, securities broker, trustee or other). Q: What if I plan to attend the Meeting and vote in person? A: If you are a registered Shareholder and plan to attend the Meeting and wish to vote your Shares in person at the Meeting, do not complete or return the form of proxy. Your vote will be taken and counted at the Meeting. Please register with the transfer agent, TSX Trust Company ("TSX Trust"), upon arrival at the Meeting. Gran Colombia Gold Corp. Page 1

5 If your Shares are held in the name of a nominee, the Corporation may have no record of your shareholdings or of your entitlement to vote unless your nominee has appointed you as proxyholder. Therefore, if you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or form of proxy and return it by following the instructions provided to you by your nominee. Do not complete the voting instructions on the form, as you will be voting at the Meeting. Please register with the transfer agent, TSX Trust, upon arrival at the Meeting. Q: Who is soliciting my proxy? A: The enclosed form of proxy is being solicited by the management of the Corporation and the associated costs will be borne by the Corporation. The solicitation will be made primarily by mail but may also be solicited personally, by telephone, , internet, facsimile, or other means of communication by advisors, directors, officers or regular employees of the Corporation. The Corporation has engaged Kingsdale Advisors ("Kingsdale") as strategic shareholder advisor and proxy solicitation agent and will pay fees of approximately $40,000 to Kingsdale for the proxy solicitation service in addition to certain out-of-pocket expenses. Shareholders can contact Kingsdale either by mail at Kingsdale Advisors, The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2, by toll-free telephone in North America at or collect call outside North America at , or by at contactus@kingsdaleadvisors.com. Q: What if I sign the form of proxy enclosed with this Circular? A: Signing the enclosed form of proxy gives authority to Mike Davies or Andrea Moens, each of whom is an officer of the Corporation, or to another person you have appointed, to vote your Shares at the Meeting. Q: Can I appoint someone other than these officers to vote my Shares? A: Yes. Write the name of this person, who need not be a shareholder, in the blank space provided in the accompanying form of proxy. It is important to ensure that any other person you appoint is attending the Meeting and is aware that he or she has been appointed to vote your Shares. Proxyholders should, upon arrival at the Meeting, present themselves to a representative of TSX Trust. Q: If I change my mind, can I take back my proxy once I have given it? A: Yes. If you change your mind and wish to revoke your proxy, prepare a written statement to this effect. The statement must be signed by you or your attorney as authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney of the corporation duly authorized. This statement must be delivered to the Corporate Secretary of the Corporation at the following address at any time up to 5:00 p.m. (Toronto time) on March 23, 2018, or to the Chair on the day of the Meeting, Monday, March 26, 2018, or any adjournment of the Meeting. Gran Colombia Gold Corp. c/o 401 Bay Street, Suite 2400, P.O. Box 15 Toronto, Ontario M5H 2Y4 Attention: Andrea Moens Fax No.: (416) Q: How will my Shares be voted if I give my proxy? A: The persons named on the form of proxy must vote for or against or withhold from voting your Shares in accordance with your directions, or you can let your proxyholder decide for you. In the absence of any instruction to the contrary, the Shares represented by proxies appointing the management designees named in the accompanying form of proxy will be VOTED FOR the Resolution. Gran Colombia Gold Corp. Page 2

6 Q: How many Shares are entitled to vote? A: As of the date of this Circular, there are 21,020,739 Shares outstanding, each carrying one vote. Each registered Shareholder has one vote for each Share held at the close of business on February 20, Q: How will the votes be counted? A: Each question brought before the Meeting is determined by a majority of votes cast on the question. Q: Who counts the votes? A: The Corporation's transfer agent, TSX Trust, counts and tabulates the proxies. This is done independently of the Corporation. Proxies are referred to the Corporation only in cases where a shareholder clearly intends to communicate with management or when it is necessary to do so to meet the requirements of applicable law. Confidentiality may also be lost if the Board of Directors of the Corporation decides that disclosure is in the interest of the Corporation or its shareholders. Q: If I need to contact the transfer agent, how do I reach them? A: You can contact the transfer agent and registrar by mail at: TSX Trust Company 100 Adelaide Street West, Suite 301 Toronto, Ontario M5H 4H1 Fax: tmxeinvestorservices@tmx.com Website: Q: Who do I ask if I have more questions? A: Gran Colombia has retained Kingsdale as its strategic shareholder advisor and proxy solicitation agent. You should contact your professional advisor or Kingsdale if you have any questions about this Circular or the matters described in this Circular. Shareholders who would like additional copies, without charge, of this Circular or have additional questions should contact their broker or Kingsdale by , or at the telephone number below. North American Toll-Free Number: Collect outside of North America: By contactus@kingsdaleadvisors.com Gran Colombia Gold Corp. Page 3

7 GRAN COLOMBIA GOLD CORP. 401 Bay Street, Suite 2400, P.O. Box 15 Toronto, Ontario M5H 2Y4 MANAGEMENT INFORMATION CIRCULAR GENERAL AND SOLICITATION OF PROXIES This Circular is furnished in connection with the solicitation of proxies by the management of Gran Colombia for use at the Meeting to be held on March 26, 2018 at 10:00 a.m. (Toronto time) in the offices of Dentons Canada LLP, 77 King Street West, Suite 400, Toronto-Dominion Centre Toronto, ON M5K 0A1 Canada, and at all adjournments thereof, for the purposes set forth in the accompanying notice of meeting (the "Notice of Meeting"). Solicitation of proxies by management of the Corporation will be made primarily by mail but may also be made in person, by telephone, , internet, facsimile, or other means of communication by advisors, directors, officers or regular employees of the Corporation. All costs of the solicitation will be borne by the Corporation. The Corporation has engaged Kingsdale as strategic shareholder advisor and proxy solicitation agent and will pay fees of approximately $40,000 to Kingsdale for the proxy solicitation service in addition to certain out-of-pocket expenses. Shareholders can contact Kingsdale either by mail at Kingsdale Advisors, The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2, by toll-free telephone in North America at or collect call outside North America at , or by at The information contained in the Circular is given as of February 22, 2018, except where otherwise stated. All dollar amounts in this Circular are expressed in Canadian dollars unless otherwise indicated. This Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND RISKS Certain statements and other information in this Circular may constitute forward-looking information within the meaning of applicable Canadian securities laws. This forward-looking information reflects the current beliefs of management and is based on assumptions and information currently available to management. In some cases, forward-looking information can be identified by terminology such as "may", "will", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "forecast", "outlook", "potential", "continue", "should", "likely", "project", "future" or the negative of these terms or other comparable terminology. In particular, this Circular contains forward-looking information pertaining to the Offering, including the expected timing thereof and receipt of any required regulatory and Shareholder approvals in connection therewith, the expected use of proceeds from the Offering, the redemption of the Outstanding Debentures and the anticipated improvement to the Corporation's capital structure, the reduction of potential dilution and the improved flexibility to execute the Corporation's business plans or strategies as a result of the Offering. Although management believes that the anticipated future results, performance or achievements expressed or implied by the forward-looking information in this Circular are based upon reasonable assumptions and expectations, readers of this Circular should not place undue reliance on such forward-looking information because they involve assumptions, known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking information. Such assumptions include, without limitation: that the Shareholders will approve the Offering; that the Toronto Stock Exchange (the "TSX") will approve the Offering; certain assumptions relating to, among other things, the prevailing interest and exchange rates; the price of gold, silver and other metals; financing and funding requirements of the Corporation; general economic, political and market conditions; and changes in laws, rules and regulations applicable to the Corporation. Forward-looking information are statements about the future and are inherently uncertain. There can be no assurance that the forward-looking information will prove to be accurate. The forward-looking information speaks only as of the date of this Circular. Forward-looking information is subject to a variety of risks, uncertainties and other factors which could cause actual events or results to differ Gran Colombia Gold Corp. Page 4

8 from those expressed or implied by the forward-looking information, including, without limitation, risks related to the Corporation. This list is not exhaustive of the factors and assumptions that may affect any of the forward-looking information. The forward-looking information contained in this Circular is expressly qualified by this cautionary statement, and the Corporation does not undertake any obligation to update it to reflect new information or future developments, except to the extent required by law. APPOINTMENT AND REVOCATION OF PROXIES The individuals named in the accompanying form of proxy are directors or officers of the Corporation. A Shareholder wishing to appoint some other person or entity (who need not be a Shareholder) to represent him or her at the Meeting has the right to do so, either by striking out the names of those persons named in the accompanying form of proxy and inserting the desired person or entity's name in the blank space provided in the form of proxy or by completing another form of proxy. A proxy will not be valid unless the completed form of proxy is received by TSX Trust at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, by facsimile to (416) or on-line, as specified below, at or before 10:00 a.m. (Toronto time) on March 22, 2018, or at least 48 hours, excluding Saturdays, Sundays and holidays, before any adjournment or postponement of the Meeting at which the proxy is to be used. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice. The Chairman of the Meeting is under no obligation to accept or reject any particular late proxy. As noted in the Notice of Meeting accompanying this Circular, Shareholders may also elect to vote electronically in respect of any matter to be acted upon at the Meeting. Votes cast electronically are in all respects equivalent to, and will be treated in the exact same manner as, votes cast via a paper form of proxy. To vote electronically, interested Shareholders are asked to go to the website shown on the form of proxy and follow the instructions provided. Please note that each Shareholder exercising the electronic voting option will need to refer to the control number indicated on their proxy form to identify themselves in the electronic voting system. Shareholders should also refer to the instructions on the proxy form for information regarding the deadline for voting Shares electronically. Shareholders who vote electronically are also asked to not return the paper form of proxy by mail. Registered Shareholders may return the form of proxy to TSX Trust: 1. by regular mail to the address provided; 2. by hand or by courier to the address provided; 3. by fax at (416) ; or 4. by internet at A Shareholder who has given a proxy may revoke it by an instrument in writing executed by the Shareholder or by his or her attorney authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer or attorney of the corporation. Such notice may be delivered to the head office of the Corporation, 401 Bay Street, Suite 2400, P.O. Box 15, Toronto, Ontario M5H 2Y4, at any time up to 5:00 p.m. (Toronto time) on March 23, 2018, the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting, prior to the hour of commencement. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation. VOTING OF PROXIES The persons named in the enclosed form of proxy will vote the Shares in respect of which they are appointed by proxy on any ballot that may be called for in accordance with the instructions thereon. In the absence of such specifications, such Shares will be voted in favour of each of the matters referred to herein. The enclosed form of proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the person appointed proxy thereunder to vote with respect to amendments or variations of matters identified in the Notice of Meeting. If amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting, it is the intention of the persons designated in the enclosed form of proxy to vote in accordance with their best judgement on such matters. Gran Colombia Gold Corp. Page 5

9 As of the date of this Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting. However, if any such or other matters which are not now known to management should properly come before the Meeting, the Shares will be voted on such matters in accordance with the best judgment of the person named in the enclosed form of proxy. VOTING BY NON-REGISTERED SHAREHOLDERS Only registered Shareholders ("Registered Holders") or the persons they appoint as their proxyholder are permitted to vote at the Meeting. Certain shareholders are "non-registered" shareholders ("Non-Registered Holders") because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. Shares beneficially owned by a Non-Registered Holder are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, TFSAs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant. Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Corporation are referred to as non-objecting beneficial owners "NOBOs". Those Non- Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Corporation are referred to as objecting beneficial owners "OBOs". The Meeting materials are being made available to both Registered Holders and Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting materials will either: (a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non- Registered Holder and must be completed, but not signed, by the Non-Registered Holder and deposited with Broadridge; or (b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the management proxyholder named in the form and insert the Non-Registered Holder's name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the form of proxy or voting instruction form is to be delivered. These securityholder materials are being sent to both Registered Holders and Non-Registered Holders. If you are a Non-Registered Holders, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the Intermediary holding on your behalf) has assumed responsibility for: (a) delivering these materials to you, and (b) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions. A Non-Registered Holder may revoke a form of proxy or voting instruction form given to an Intermediary by contacting the Intermediary through which the Non-Registered Holder's Shares are held and following the instructions of the Intermediary respecting the revocation of proxies. In order to ensure that an Intermediary acts upon a revocation of a form of proxy or voting instruction form, the written notice should be received by the Intermediary well in advance of the Meeting. Gran Colombia Gold Corp. Page 6

10 INTERESTS OF CERTAIN PERSONS OR COMPANIES IN THE MATTER TO BE ACTED UPON Other than as disclosed in this Circular, no director or executive officer of the Corporation at any time since the beginning of the Corporation's most recently completed financial year and no associate or affiliate of any of such persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except for any interest arising from the ownership of Shares or the Outstanding Debentures where the Shareholder will receive no extra or special benefit or advantage not shared on a pro-rata basis by all holders of Shares or the Outstanding Debentures. RECORD DATE, VOTING SHARES AND PRINCIPAL HOLDERS THEREOF As of February 22, 2018, the date of this Circular, the Corporation has 21,020,739 Shares outstanding, each carrying one vote. The Shares trade on the TSX under the symbol "GCM". Only Shareholders of record as of the close of business on the record date of February 20, 2018, who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have their Shares voted at the Meeting. To the knowledge of the directors and officers of the Corporation, as at the date of this Circular there are no persons or companies who beneficially own, directly or indirectly or exercise control or direction over Shares carrying more than 10% of the voting rights attached to all the outstanding Shares of the Corporation. BUSINESS OF THE MEETING A simple majority of votes cast, in person or by proxy, will constitute approval of matters voted on at the Meeting, unless the matter requires a special resolution, in which case a majority of 66 2/3% of the votes cast will be required. A quorum for the Meeting shall be two Shareholders present in person or represented by proxy. No business, other than the election of a chair of the Meeting and the adjournment of the Meeting, shall be transacted at the Meeting unless the requisite quorum is present at the commencement of the Meeting, in which case a quorum shall be deemed to be present during the remainder of the Meeting. If a quorum is not present within one-half hour from the time set for holding the Meeting, the Shareholders present or represented by proxy may adjourn the Meeting to the same day in the next week at the same time and place. If, at the meeting to which the Meeting was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum. Offering At the Meeting, Shareholders will be asked to consider and, if thought advisable, approve the Resolution, the form of which is set out in Schedule A to this Circular, to approve the proposed financing of up to 152,000 Units, each Unit consisting of US$1, principal amount of Notes and 124 Warrants, pursuant to a private placement, all as more fully described below. The securities issuable pursuant to the Offering will be subject to statutory hold periods in accordance with applicable securities laws. The terms of the Offering were determined by arm's length negotiation between the Corporation, on one hand, and GMP Capital Inc. and UBS Securities LLC, who have been retained as the agents for the Offering, on the other hand, in the context of, and based on, market conditions and demand from investors in respect of the Offering. The completion of the Offering will not materially affect control of the Corporation. To the knowledge of the Corporation, no person or entity will hold in excess of 10% of the issued and outstanding Shares on a fully diluted basis, following the Offering. Description of the Offering On February 5, 2018, the Corporation announced that it had determined to offer for sale, on a best efforts private placement basis, up to 152,000 Units for anticipated aggregate gross proceeds of up to US$152,000,000. Pursuant to the terms of the Offering, each Unit consisting of US$1,000 principal amount of Notes and 124 Warrants. Gran Colombia Gold Corp. Page 7

11 Each Warrant shall have an exercise price of $2.21 per Warrant and will entitle the holder thereof to purchase one Share at any time prior to the maturity of the Notes, giving the Warrants an eight year term. The exercise price of the Warrants is $0.006 or 0.27% above the 5-day volume weighted average price of the Shares as of January 23, 2018, the date on which the Corporation received price protection from the TSX. The Warrants will be governed by a warrant indenture between the Corporation and TSX Trust, as warrant agent, which will contain standard anti-dilution adjustments for distributions, subdivisions, combinations, and reclassification of Shares by the Corporation. The TSX has conditionally approved the listing of the Warrants on the TSX. Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSX. The Corporation will take commercially reasonable efforts to satisfy all of such listing requirements. The Notes shall have an eight-year term and will represent senior secured obligations of the Corporation, ranking pari passu with all present and future senior indebtedness of the Corporation and senior to all present and future subordinated indebtedness of the Corporation. Standard high yield covenants consistent with transactions such as the Offering will apply to the Notes. The Notes shall also provide for standard high yield optional redemption provisions. The Notes will bear interest at 8.00% per annum, paid monthly. No mandatory redemption or sinking fund rights apply to the Notes prior to maturity, although the Corporation may be required to make an offer to repurchase the Notes if there is a change of control or following certain asset sale transactions. The Notes are not convertible and no Shares are issuable pursuant to the Notes. To facilitate quarterly amortizing payments on the Notes, the Corporation will set aside an amount of physical gold each month in a trust account (the "Gold Trust Account"). On a quarterly basis, the physical gold in the Gold Trust Account will be sold and the sale proceeds will be used to amortize the principal amount of the Notes based on a guaranteed floor price of US$1,250 per ounce. The Note holders will be entitled to receive a premium on the quarterly repayments based on the sale price realized. The scheduled annual number of physical gold ounces to be deposited into the Gold Trust Account will vary by year, ranging from 23,000 ounces in the first year down to 4,000 ounces in the seventh year and a balance of 23,600 ounces in the final year of the term of the Notes. The net proceeds of the Offering will be used for: (1) the redemption in full, at par, of the Corporation's: (a) 2018 Debentures, issued under the Amended and Restated Silver-Linked Note Indenture dated as of August 11, 2011 and amended and restated as of January 20, 2016 between the Corporation and TSX Trust; (b) 2020 Debentures, issued under the Amended and Restated Silver-Linked Note Indenture dated as of October 30, 2012 and amended and restated as of January 20, 2016 between the Corporation and TSX Trust (the "2020 Debenture Indenture"); and (c) 2024 Debentures, issued under the Supplemental Indenture dated as of May 12, 2017 between the Corporation and TSX Trust (the "2024 Debenture Indenture"); and (2) general corporate purposes. The 2018 Debentures, 2020 Debentures and the 2024 Debentures are listed for trading on the TSX under the symbols "GCM.DB.U", "GCM.DB.V" and "GCM.DB.X", respectively. Background and Reasons for the Offering On January 8, 2016 the Corporation received final approval from the Supreme Court of British Columbia for the comprehensive restructuring (the "Debt Restructuring") of its US$78,632,000 aggregate principal amount of senior unsecured silver-linked notes (the "Silver-Linked Notes") and its US$100,000,000 aggregate principal amount of secured gold-linked notes (which included 10 Share purchase warrants of the Corporation for each US$1,000 principal amount) (the "Gold-Linked Notes"). Pursuant to the Debt Restructuring, effective January 20, 2016, the Corporation exchanged its Silver-Linked Notes and Gold-Linked Notes, together with all accrued and unpaid interest plus a restructuring fee in the amount of 2% of the principal amount of such notes, for the 2018 Debentures and the 2020 Debentures, respectively. On May 12, 2017, the Corporation announced that holders of 77.4% of the total principal amount of the Corporation's issued and outstanding 2020 Debentures consented to the Corporation's proposal to amend the 2020 Debenture Indenture to provide holders the option to extend the maturity date of their 2020 Debentures to January 2, Holders of US$47.0 million of the 2020 Debentures elected to extend their 2020 Debentures to 2024 pursuant to the 2024 Debenture Indenture, which provided for the issuance of the 2024 Debentures. The effective date of such extension was May 31, Gran Colombia Gold Corp. Page 8

12 The table below summarizes the Corporation's capital structure as of February 22, 2018: Security Issued and Outstanding as of February 22, 2018 Shares (TSX: GCM) 2018 Debentures (TSX: GCM.DB.U) 2020 Debentures (TSX: GCM.DB.V) 2024 Debentures (TSX: GCM.DB.X) 2019 Warrants (TSX: GCM.WT.A) Stock Options 21,020,739 US$44,859,216 principal amount convertible at a conversion price of US$1.95 into approximately 23,004,726 Shares US$48,695,763 principal amount convertible at a conversion price of US$1.95 into approximately 24,972,186 Shares US$46,954,950 principal amount convertible at a conversion price of US$1.95 into approximately 24,079,462 Shares Warrants to purchase 280,795 Shares, with each fifteen (15) warrants entitling the holder thereof to purchase one (1) whole Share, at an exercise price of $48.75 per Share expiring March 18, ,839,659 stock options at an exercise price of $2.55 per Share expiring in 2021 and ,000 stock options at an exercise price of $27.60 per Share expiring in 2019 Following the Debt Restructuring, while the Corporation's adjusted EBITDA and Excess Cash Flow substantially improved, 1 the Corporation experienced dilution overhang as a result of the convertible feature of the Outstanding Debentures. As a result, the Corporation has proposed the Offering in order to simplify its capital structure so that it has only one long-term debt instrument and to enhance Shareholder value by capping the potential dilution to existing Shareholders, through exercise of the Warrants, at up to 18.8 million additional Shares compared to a range of 18.7 million to 72.1 million additional Shares underlying the Outstanding Debentures. The terms and covenants of the new Notes also provide the Corporation with improved operating flexibility to execute on its strategy and business plans. Reason for Shareholder Approval In connection with the Offering, the Corporation expects to issue Warrants, which are exercisable into up to 18,848,000 Shares, representing approximately 89.7% of the issued and outstanding Shares on a non-diluted basis. Pursuant to Section 607(g)(i) of the TSX Company Manual, a listed company is generally required to obtain shareholder approval in connection with a private placement where the aggregate number of securities issuable exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction where the price per security is less than the market price. As a result, in order for the Corporation to obtain TSX approval for the Offering, the Offering must be approved by a majority vote of the Shares. Insider Participation Insider participation in the Offering is expected to represent approximately 5.28%, as a group, of the issued and outstanding Shares on a non-diluted basis prior to giving effect to the Offering. The following table sets out the identity of the insiders participating in the Offering, the nature of their relationship with the Corporation and the number of securities issuable to such insider. 1 As such terms are defined in the Corporation's MD&A for the nine months ended September 30, 2017 Gran Colombia Gold Corp. Page 9

13 Name and Position Number of Shares issuable pursuant to the Offering Percentage of the issued and outstanding Shares (1) Serafino Iacono Executive Co-Chairman and Director 916, % Miguel de la Campa Executive Co-Chairman and Director Hernan Martinez Director Jaime Perez Branger Director 129, % 45, % 19, % Total 1,110, % Note: (1) Prior to giving effect to the Offering and on a non-diluted basis. Recommendation of the Board The Board of Directors of the Corporation has unanimously determined that the Offering is in the best interests of the Corporation and recommends that Shareholders vote FOR the Resolution to be considered at the Meeting, the form of which is set out in Schedule A to this Circular. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table sets out information concerning the number and price of securities to be issued under equity compensation plans to employees and others as of December 31, Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by Shareholders Equity compensation plans not approved by Shareholders 1,886,659 $ ,414 N/A N/A N/A Total 1,886,659 $ ,414 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS Except as disclosed in this Circular and the Corporation's annual information form dated March 30, 2017, which is filed on the Corporation's profile on SEDAR at no informed person (as such term is defined under applicable securities laws) or any associate or affiliate of any informed person has or had a material interest, direct or indirect, in any transaction since the beginning of the Corporation's last financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries. APPOINTMENT OF AUDITOR KPMG LLP, Chartered Accountants of 333 Bay Street, Suite 4600, Toronto, Ontario, Canada M5H 2R2, were first appointed as auditors of the Corporation by the Board of Directors of the Corporation on August 20, NOTICE TO SHAREHOLDERS IN THE UNITED STATES This solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia and applicable Canadian securities laws. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Gran Colombia Gold Corp. Page 10

14 Corporation or this solicitation. Shareholders should be aware that disclosure requirements under Canadian securities laws differ from the disclosure requirements under United States securities laws. ADDITIONAL INFORMATION Additional information relating to the Corporation is available on SEDAR at Financial information about the Corporation is provided in the Corporation's comparative financial statements and management discussion and analysis for its most recently completed financial year ended December 31, Shareholders of the Corporation may request copies of the Corporation's financial statements and management discussion and analysis by contacting the Secretary of the Corporation at the Corporation's head office at 401 Bay Street, Suite 2400, Toronto, Ontario, M5H 2Y4 or by phone at (416) DIRECTORS' APPROVAL The directors of the Corporation have approved the contents and the sending of this Circular. DATED at Toronto, Ontario, this 22 nd day of February, "Lombardo Paredes Arenas" Lombardo Paredes Arenas Chief Executive Officer Gran Colombia Gold Corp. Page 11

15 SCHEDULE A BE IT RESOLVED THAT: 1. Gran Colombia Gold Corp. (the "Corporation") is hereby authorized to issue up to 152,000 units of the Corporation ("Units"), each Unit consisting of US$1, principal amount of senior secured gold-linked notes and 124 common share purchase warrants, pursuant to a private placement, all as more particularly described in the management information circular dated February 22, Notwithstanding that this resolution has been duly passed by the holders of the common shares in the capital of the Corporation, the directors of the Corporation are hereby authorized and empowered, if they decide not to proceed with the aforementioned resolution, to revoke this resolution at any time prior to giving effect thereto, without further notice to or approval of the shareholders of the Corporation. 3. The directors and officers of the Corporation or any one or more of them be and they are hereby authorized and directed to perform such acts and deeds and things and execute all such documents, agreements and other writings as may be required to give effect to the true intent of this resolution.

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