/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES OF AMERICA/
GTP - (TSX-V)
P01 - (FRANKFURT)
COLTF - (OTCQX)
MONTREAL, July 4, 2013 /CNW Telbec/ - Colt Resources Inc. ("Colt" or the "Company") is pleased to announce that it intends to
sell, on a private placement basis (the "Offering"), a minimum of ten and a maximum of sixty units consisting of senior
notes and warrants (the "Units"), for gross proceeds to the Company of a minimum of US$2,500,000 and a
maximum of US$15,000,000. 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 Offering will be managed by TerraNova Capital Partners, Inc.
and offered through its broker/dealer subsidiary TerraNova Capital
Equities, Inc. (collectively, "TerraNova").
The maturity date of the Notes will be the earlier of (i) five years
from the date of the first closing of the Offering, or (ii) the date on
which the Company or an affiliate of the Company completes a financing
in one or a series of closings of debt and/or equity securities in an
amount equal to or greater than US$50,000,000. The Notes will bear
interest at 10% per annum. Interest is calculated daily on the Notes
and will be payable semi-annually on each June 30 and December 31 (each
a "Payment Date"), commencing on December 31, 2013, at the election of the holder,
subject to the provision below, (i) in fully-paid and non-assessable
Common Shares of the Company at a price per share equal to the 30-day
volume-weighted average closing price (VWAP) of the Common Shares on
the TSX Venture Exchange (the "Exchange") for the 30-day period ending on the June 25 or December 25, as the
case may be, immediately preceding the applicable Payment Date, subject
to the approval of the Exchange prior to each issuance of Common Shares
in payment of interest, or (ii) in cash. Each Note will be a senior
obligation of the Company and will rank ahead of any subordinated
indebtedness of the Company, present or future. Each Note will rank pari passu with all other Notes.
Each Warrant will entitle the holder to purchase one Common Share at an
exercise price of US$0.45 per Common Share on or before five years from
the date of the first closing of the Offering. The Warrants will be
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 200% of the exercise
price of the Warrants for a period of 30 days.
Where appropriate, the Company will pay a placement agent or finders'
fee of up to 8% of the gross proceeds from the Offering and issue
Common Share purchase warrants equal to up to 8% of the gross proceeds
from the Offering divided by the VWAP of the Common Shares for a period
of 30 days before their issuance.
The use of funds will be primarily directed towards the completion of a
bankable feasibility study on the Company's Boa Fé Gold Property
located in Portugal as well as for securing additional near term
production assets and for general working capital purposes.
The Offering is subject to certain conditions including, but not limited
to, the receipt of all necessary approvals including the approval of
the Exchange. The Offering may be completed in one or more closings,
the first closing being also subject to the issuance of a minimum of
ten Units, for gross proceeds to the Company of US$2,500,000. The
securities to be issued under the Offering will be subject to a four
month hold period in accordance with applicable Canadian securities
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.
About Colt Resources Inc.
Colt Resources Inc. 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.
TerraNova Capital Partners, Inc. and its broker-dealer subsidiary, Terra
Nova Capital Equities, Inc., is a boutique investment and merchant
banking firm with global operations, specializing in growth sectors
with notable expertise in energy and mining production, alternative
energy and clean technologies. TerraNova is a member firm of Global
Alliance Partners, a network of financial services firms comprising 85
offices in 55 countries worldwide.
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 dated February 8, 2013, which is available under the Company's profile 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 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.