/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
GTP - (TSX-V)
COLTF - (OTCQX)
P01 - (FRANKFURT)
MONTREAL, May 23, 2013 /CNW Telbec/ - Colt Resources Inc. ("Colt" or the
"Company") (TSXV: GTP) (OTCQX: COLTF) (FRA: P01) announced today that
the final portion of the private placement, as previously-announced by
way of press releases on February 6, 2013, March 27, 2013 and April 19,
2013, is nearing completion.
As previously disclosed, the Company has received an executed
subscription agreement from an Asian-based strategic investor for $5
Million CAD through a newly constituted Hong Kong-based resource
investment fund. The Company received written confirmation that the
funds are expected shortly along with an explanation that the delay has
been administrative in nature and has simply been due to the closing
procedures of the new investment fund. The Company has been in regular
communication with the principals of the fund throughout this process
and it was finally advised last week that the investor´s internal
financing process has been completed. The process has involved many
cross border administrative procedures and the Company was advised
today that the final step is foreign-exchange related and should be
completed very shortly. Immediately following this, funds will be wired
to Colt. This final tranche of the private placement is under the same
terms as the previously-announced private placement, that is a price of
$0.45 per share. Throughout this whole process, the executives from the
fund have expressed regret for these administrative delays and have
reaffirmed their commitment to a long-term relationship with Colt.
The common shares issued by the Company will be subject to a four-month
hold period in accordance with applicable Canadian securities laws.
Completion of the final tranche of the private placement is subject to
the receipt of all necessary regulatory, including the TSX Venture
This press release does not constitute an offer 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.
Preliminary Economic Assessment
Colt is on schedule and expects to receive and file a Preliminary
Economic Assessment ("PEA"), to be prepared by SRK Consulting (UK) Ltd,
for its Tabuaço tungsten project during June, 2013. The PEA will
include financial models based on several mining and processing
alternatives and will be prepared in accordance with the definition
established under NI43-101 guidelines for a PEA. Tabuaço is located in
the north east of Portugal and hosts several scheelite bearing skarn
deposits. An NI43-101 compliant resource estimate was prepared by SRK
Consulting (UK) Ltd and published on October 3rd, 2012.
Adoption of Advance Notice By-Law
Colt also announces today that its Board of Directors (the "Board") has
unanimously adopted and approved By-Law 2013-1 (the "By-Law 2013-1"),
as an amendment to the Company's general by-laws, to include advance
notice provisions which require that advance notice be provided to the
Company in circumstances where nominations of individuals for election
to the Board are made by shareholders of the Company, other than
pursuant to: (i) a requisition of a meeting of shareholders made
pursuant to the provisions of the Canada Business Corporations Act (the "Act"), or (ii) a shareholder proposal made pursuant to the
provisions of the Act.
The purpose of the By-Law 2013-1 is to provide shareholders, directors
and management of the Company with a clear framework for nominating
directors. Among other things, the By-Law 2013-1 sets a deadline by
which shareholders of the Company must submit nominations to the Board
to the Company prior any annual general or special meeting of
shareholders and sets forth the minimum information that a shareholder
must include in the notice to the Company for such notice to be
In the case of an annual general meeting of shareholders, the notice to
the Company must be provided not less than thirty (30) nor more than
sixty (60) days prior to the date of the annual general meeting;
provided, however, that in the event that the annual general meeting is
to be held on a date that is less than forty-five (45) days after the
date on which the first public announcement of the date of the annual
general meeting was made, notice may be made not later than the close
of business on the tenth (10th) day following such public announcement.
In the case of a special meeting of shareholders that is not also an
annual general meeting but is called for the purpose of electing
directors of the Corporation (whether or not called for other
purposes), the notice to the Company must be provided not later than
the close of business on the fifteenth (15th) day following the day on which the first public announcement of the
date of the special meeting of was made.
The By-Law 2013-1 is effective immediately. At the next annual general
and special meeting of shareholders of the Company to be held on July
15, 2013, shareholders will be asked to confirm and ratify the By-Law
2013-1. A copy of the By-Law 2013-1 is available under the Company's
profile on SEDAR at www.sedar.com.
About Colt Resources Inc.
Colt Resources Inc. is a Canadian junior exploration and mining company
engaged in acquiring, exploring, and developing mineral properties with
an emphasis on gold and tungsten. It is currently focused on advanced
stage exploration and development projects in Portugal, where it is the
largest lease holder 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.
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.
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.
SOURCE: COLT RESOURCES INC.
For further information:
Nikolas Perrault, CFA
President & CEO
Colt Resources Inc.
Declan Costelloe CEng,
Executive Vice President & COO
Colt Resources Inc.
Vice President, Business Development
Colt Resources Inc.
Tel: +1 (514) 843-7178
Fax: +1 (514) 843-7704
Richard E. Cooper
Cooper Global Communications, LLC
Tel: +1 (646) 559-4828
Fax: +1 (514) 843-7704