Trading Symbols:
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GTP - (TSX-V) P01 - (FRANKFURT) COLTF - (OTCQX
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/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES OF AMERICA/
MONTREAL, Jan. 7, 2013 /CNW Telbec/ - Colt Resources Inc. ("Colt" or the
"Company") (TSXV: GTP) (FRA: P01) (OTCQX: COLTF) is pleased to announce
that it has secured firm commitments to sell on a non-brokered private
placement basis to Asian and Portuguese based investors as well as a
number of the Company's directors up to 17,777,778 common shares at a
price of $0.45 per share for total gross proceeds of up to $8,000,000
(the "Non-Brokered Private Placement"). The majority of the net
proceeds from the Non-Brokered Private Placement will be applied
towards the Company's Boa Fé Montemor gold project and for general
corporate working capital purposes.
The Non-Brokered Private Placement is scheduled for two closings, one
today and one on or about January 11, 2013 and is subject to certain
conditions including, but not limited to, the receipt of all necessary
approvals including the approval of the TSX Venture Exchange. The
securities to be issued under the Non-Brokered Private Placement will
be subject to a four-month hold period in accordance with applicable
Canadian securities laws. Today, the Company will complete an initial
closing for 6,000,000 common shares for total gross proceeds of
$2,700,000 and is expecting to complete a final closing on or about
January 11, 2013. The Company will pay a finders' fee of up to 6 per
cent cash and 6 per cent non-transferable compensation warrants. Each
compensation warrant entitling the holder to purchase one additional
common share of Colt at CAD $0.55 per share up to and including the 7th day of January 2014.
Each of the subscriptions in the Non-Brokered Private Placement by the
Company's directors constitutes a "related party transaction" within
the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange. However, the directors of the Corporation who
voted in favour of the Non-Brokered Private Placement, with the
directors subscribing in the Non-Brokered Private Placement abstaining,
have determined that the exemptions from formal valuation and minority
approval requirements provided for respectively under subsections
5.5(a) and 5.7(1)(a) of MI 61-101 can be relied on as neither the fair
market value of the common shares of the Company issued to nor the fair
market value of the consideration paid by such directors exceed 25% of
the Company's market capitalization. None of the directors of the
Company has expressed any contrary views or disagreement with respect
to the foregoing. As previously-indicated, the directors who will
subscribe to common shares of the Company in the Non-Brokered Private
Placement have abstained from voting on the foregoing.
This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The
securities have not been and will not be registered under the United
States Securities Act of 1933, as amended, or any state securities laws
and may not be offered or sold within the United States unless an
exemption from such registration is available.
About Colt Resources Inc.
Colt Resources Inc. is a Canadian junior exploration company engaged in
acquiring, exploring, and developing mineral properties with an
emphasis on gold and tungsten. It is currently focused on advanced
stage exploration projects in Portugal, where it is one of the largest
lease holders of mineral concessions.
The Company's shares trade on the TSX‐V, symbol: GTP; the Frankfurt
Stock Exchange, symbol: P01; and, the OTCQX, symbol: COLTF.
FORWARD-LOOKING STATEMENTS: Certain of the information contained in this
news release may contain "forward-looking information". Forward-looking
information and statements may include, among others, statements
regarding the future plans, costs, objectives or performance of Colt
Resources Inc. (the "Company"), or the assumptions underlying any of
the foregoing. In this news release, words such as "may", "would",
"could", "will", "likely", "believe", "expect", "anticipate", "intend",
"plan", "estimate" and similar words and the negative form thereof are
used to identify forward-looking statements. Forward-looking statements
should not be read as guarantees of future performance or results, and
will not necessarily be accurate indications of whether, or the times
at or by which, such future performance will be achieved.
Forward-looking statements and information are based on information
available at the time and/or management's good-faith belief with
respect to future events and are subject to known or unknown risks,
uncertainties, assumptions and other unpredictable factors, many of
which are beyond the Company's control. These risks, uncertainties and
assumptions include, but are not limited to, those described under
"Risk Factors" in the Company's revised annual information form dated
April 20, 2011 available on SEDAR at www.sedar.com and could cause actual events or results to differ materially from
those projected in any forward-looking statements. The Company does not
intend, nor does the Company undertake any obligation, to update or
revise any forward-looking information or statements contained in this
news release to reflect subsequent information, events or circumstances
or otherwise, except if required by applicable laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE: COLT RESOURCES INC.