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 Exchange.
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 acceptable.
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.
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