Trading Symbols:
|
GTP - (TSX-V)
P01 - (FRANKFURT)
COLTF - (OTCQX) |
NOT FOR RELEASE IN THE UNITED
STATES OF AMERICA
MONTREAL,
Nov. 4, 2013 /CNW Telbec/ - Colt
Resources Inc. ("Colt" or the "Company") (TSXV: GTP) (FRA: P01)
(OTCQX: COLTF) is pleased to announce that it has completed an
initial closing of US$2.5 Million of
its Senior Note Financing previously announced on July 4th, 2013 (the "Offering"). 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 in the issuance and sale
of ten units consisting of senior notes and warrants (the "Units").
Each Unit consists of US$250,000 in
principal amount of 10% Secured Senior Notes (the "Notes") and
common share purchase warrants (the "Warrants") to purchase up to
555,555 common shares of the Company (the "Common Shares"). The
Warrants entitle their holders to purchase an aggregate of
5,550,000 Common Shares at an exercise price of US$0.45 per Common Share on or before
November 1st, 2018. The
Warrants are subject, at the Company's discretion, to an
accelerated exercise after six months following the last closing of
the Offering, if the VWAP of the Common Shares is equal to or
greater than US$0.90 for a period of
30 days.
The terms of the Notes are fully disclosed in
the Company's news release dated July
4th, 2013.
Richard Quesnel,
the Company's Executive Chairman, has subscribed for eight Units,
resulting in US$2.0 Million in
principal amount of Notes and Warrants to purchase 4,444,444 Common
Shares. He does not currently own or exercise control or direction,
directly or indirectly, over any Common Shares of the Company.
In connection with the Offering, and in addition
to a finders' fee, TerraNova will
receive Common Share purchase warrants entitling it to purchase
111,111 Common Shares at an exercise price of US$0.45 per Common Share on or before
November 1st, 2016.
The securities issued and sold under the
Offering are subject to a four month hold period in accordance with
applicable Canadian securities laws.
The participation of Mr. Quesnel in the Offering
constitutes a "related party transaction" within the meaning of
Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions ("Multilateral Instrument
61-101") and Policy 5.9 - Protection of Minority Security
Holders in Special Transactions of the TSX Venture Exchange. In
connection with this related party transaction, the Company is
relying on the formal valuation and minority approval exemptions of
respectively subsection 5.5(a) and 5.7(1)(a) of Multilateral
Instrument 61-101 as the fair market value of the portion of the
Offering subscribed by Mr. Quesnel does not exceed 25% of the
Company's market capitalization. The Offering, including his
participation therein, has been unanimously approved by the
directors of the Company, with Mr. Quesnel abstaining.
A material change report in respect of this
Offering (including the participation of Mr. Quesnel therein) will
be filed by the Company but could not be filed earlier than 21 days
prior to the initial closing of the Offering due to the fact that
the participation of Mr. Quesnel in the Offering was not known to
the Company at that time.
This press 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. (www.coltresources.com) is a Canadian mining
exploration and development 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 annual information form 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.