/NOT FOR RELEASE IN THE UNITED STATES
OF AMERICA/
Trading
Symbols:
GTP - (TSX-V)
P01 - (FRANKFURT)
COLTF - (OTCQX)
MONTREAL,
Jan. 22, 2014 /CNW Telbec/ - Colt
Resources Inc. ("Colt" or the "Company") (TSXV: GTP) (FRA: P01)
(OTCQX: COLTF) today announces that Colt Resources Middle East
(Cayman) ("Colt Middle East"), a wholly-owned subsidiary which sits
atop of the Company's Middle Eastern initiatives, will be effecting
a private placement (the "Offering") in the amount of up to
CDN$4,050,000 through the issuance of
an aggregate of up to 27,000,000 ordinary shares of its capital at
a price of CDN$0.15 per share.
Net proceeds from the Offering will be used for
working capital necessary to pursue efforts already underway aimed
at securing mining licenses in the Greater Middle East region.
It is expected that Messrs. Richard Quesnel, the Company's Executive
Chairman, Nikolas Perrault, the
Company's President and CEO, and Paul
Yeou, one of the Company's directors, will subscribe for
10,000,000, 1,000,000, and 2,000,000 ordinary shares of
Colt Middle East, respectively. The
closing of the Offering is conditional upon, among other things,
the participation of Messrs. Quesnel, Perrault, Yeou and any other
insiders of the Company not exceeding 48.15% of the Offering,
collectively. As a consequence, the subscriptions of each of
Messrs. Quesnel, Perrault and Yeou may be reduced accordingly. In
addition, Hong Kong based
Worldlink Resources Ltd., currently Colt's largest shareholder, has
confirmed its intention to subscribe for a minimum of 6,666,667
ordinary shares in the Offering. It is currently expected that the
Company will maintain an interest of approximately 38.0% in
Colt Middle East following
completion of the Offering. The ordinary shares of Colt Middle East contain a provision pursuant to
which any holder of ordinary shares will be granting to all the
other shareholders on a pro rata basis a right of first refusal to
purchase any shares he, she or it wishes to sell. Concurrently with
the closing of the Offering, Colt Middle
East will issue a senior note in the amount of CDN$1.5 million in favour of the Company payable
in the first quarter of 2014.
No individual or company is currently expected
to receive compensation in connection with the Offering. The
Offering will be effected in accordance with the securities laws of
the Cayman Islands and any other
applicable jurisdictions with accredited investors and other exempt
purchasers, each such investor subscribing to a minimum of
CDN$150,000 in ordinary shares of
Colt Middle East.
The closing of the Offering is expected to occur
on or about January 27, 2014. As the Offering is
considered to be an indirect sale of some of the Company's
interests in Colt Middle East, the
Company has received, as required, conditional approval of the
transaction from the TSX Venture Exchange.
The participation of each of Messrs. Quesnel,
Perrault and Yeou in the Offering will constitute 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 Messrs. Quesnel, Perrault and Yeou, collectively, does not
exceed 25% of the Company's market capitalization. The Offering,
including Messrs. Quesnel's, Perrault's and Yeou's participation
therein, has been unanimously recommended by a special committee of
disinterested directors of the Company and unanimously approved by
the directors of the Company, with such individuals abstaining as
it regards their participation.
A material change report in respect of this
Offering (including the participation of Messrs. Quesnel, Perrault
and Yeou therein) will be filed by the Company but will not be
filed earlier than 21 days prior to the closing of the Offering due
to the fact that the participation of Messrs. Quesnel, Perrault and
Yeou in the Offering will not be confirmed at that time.
Nikolas Perrault,
Colt President and CEO stated: "The
financing announced today by way of a private placement into
Colt Middle East marks an important
milestone in our ongoing efforts to secure near production stage
assets in the Greater Middle East.
The structure being adopted after extensive discussions with
various local stakeholders gives Colt shareholders substantial
upside exposure to these new project initiatives while at the same
time minimizing the capital needs required going forward. We are
also very pleased that our Executive Chairman, Mr. Richard Quesnel, has accepted to take on the
leadership role of President and CEO of this business unit of which
Colt will be the largest shareholder."
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
and on securing mining licenses in the Greater Middle East region.
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.