COLT RESOURCES INC 
By NEWS RELEASE | ||
January 7th, 2013 | Trading Symbols: | GTP - (TSX-V) P01 - (FRANKFURT) COLTF - (OTCQX) |
Montreal, Québec, 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.
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
