| 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.
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