Montreal, Quebec, Canada - Colt Resources Inc. ("Colt" or the "Company") (TSX-V: GTP) (FRA: P01) (OTCQX: COLTF) is pleased to announce that it has an initial deal of US $ 2,5 .4 million of its senior debt financing - previously announced July 2013, XNUMX - (the "Offering") has completed. The offering is managed by TerraNova Capital Partners, Inc. and offered through its broker / dealer subsidiary TerraNova Capital Equities, Inc. (collectively "TerraNova").
The Offering resulted from the issuance and sale of ten Units consisting of Senior Notes and Warrants (the “Units”). Each Unit consists of $ 250.000, 10% par value Secured Senior Notes (the "Notes") and common stock options (the "Warrants") to purchase up to 555.555 common shares of the Company (the "Common Shares"). The warrants entitle the holder to purchase 5.550.000 common shares at an exercise price of US $ 0,45 per common share if purchased on or before November 1, 2018. The warrants, at the option of the company, are subject to accelerated exercise six months after the last Completion of the offering if the VWAP of the common stock is equal to or greater than US $ 0,90 for a period of 30 days.
The terms of the Notes are full in the Company's press release from the 4. July 2013 been announced.
Richard Quesnel, the company's executive chairman, has subscribed for eight units, which represents US $ 2,0 million for the bonds and warrants to purchase 4.444.444 common stock. He does not currently own or exercise control or direction over, directly or indirectly, common shares of the Company.
In connection with the offer and in addition to a brokerage fee, TerraNova will receive subscription rights for ordinary shares entitling it to purchase 111.111 common shares at an exercise price of US $ 0,45 per common share, on or prior to 1.November 2016.
The securities issued and sold under the Offering are subject to a four-month hold period under applicable Canadian securities laws.
The participation of Mr. Quesnel in the context of the offer forms a "related party transaction" within the meaning of Multilateral Instrument 61-101 "Protection of Minority Rights Security Holders in Special Transactions" ("Multilateral Instrument 61-101") and Policy 5.9 - Protection of Minorities Securityholder in specialty transactions on the TSX Venture Exchange. In connection with this "related party transaction", the company relies on the formal assessment and approval of the minority exemption or subsections 5.5 (a) and 5.7 (1) (a) of Multilateral Instrument 61-101, as the market value of Mr. Part of the offer to which Quesnel has subscribed relates to no more than 25% of the company's market capitalization. The offer, including his participation in it, was unanimously approved by the company's directors, Mr. Quesnel abstaining.
A material change report regarding this offer (including the involvement of Mr. Quesnel therein) will be filed by the Company, but could not be submitted earlier than 21 days prior to the first closing of the offer due to the fact that Mr. Quesnel was not aware of the company's offer at that time.
This news release does not constitute an offer to sell or solicitation of an offer to purchase any securities in the United States. The securities are not and will not be held in accordance with the United States Securities Act of 1933, as amended or the relevant federal securities laws and may not be offered or sold in the United States unless an exception to such registration is available.
About Colt Resources Inc.
Colt Resources Inc. is a Canadian junior exploration company engaged in the acquisition, exploration and development of mineral properties focused on tungsten and gold. It is currently focused on advanced exploration projects in Portugal, where it is one of the largest tenants of mineral properties.
The company's shares are traded on the TSX-V - symbol: GTP, the OTCQX - symbol: COLTF.PK and on the Frankfurt Stock Exchange - symbol: P01.
For more information please contact:
Richard Quesnel
Executive Chairman
Colt Resources Inc.
Phone: + 1 (514) 843 7178
Fax: + 1 (514) 843-7704
ppgad@pucrs.br
Aurelio Useche
Chief Financial Officer
Colt Resources Inc.
Phone: + 1 (514) 843 7178
Fax: + 1 (514) 843-7704
ppgad@pucrs.br
Nikolas Perrault CFA,
President & CEO
Colt Resources Inc.
Tel: + 351-219-119810
Fax: + 1 (514) 635-6100
ppgad@pucrs.br
FORWARD-LOOKING STATEMENTS: This press release may contain forward-looking statements, that is, statements about the future plans, expenses, goals and results of Colt Resources Inc. (the “Company”) and assumptions based thereon. Forward-looking statements can be identified by wording such as “could”, “would”, “should”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “(a ) estimate ”and similar verbs and expressions, including their negative form. Forward-looking statements are not guarantees of future results and do not necessarily represent accurate statements as to whether, when or how these future results will be achieved. Forward-looking statements are based on currently available information and / or management's expectations with regard to future events. They are subject to known and unknown risks and uncertainties, and are influenced by unpredictable factors, many of which are beyond the company's control. These risks, uncertainties and factors include, but are not limited to, the “Risk Factors” described in the Company's Revised Annual Information Form dated April 20, 2011 (available at www.sedar.com). All of these risks, uncertainties and factors could cause actual events and results to differ materially from those projected in the forward-looking statements. The company does not intend or undertake to update any forward-looking statements contained in this press release as new information is available, unless required by law.
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 news release
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