Mr. Nikolas Perrault reports
CORPORATE UPDATE
The final portion of Colt Resources Inc.'s private placement, as previously announced by
way of press releases on Feb. 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 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
45 cents 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 approvals, including that of the TSX Venture
Exchange.
Preliminary economic assessment
Colt is on schedule and expects to receive and file a preliminary
economic assessment (PEA), to be prepared by SRK Consulting (U.K.) Ltd.,
for its Tabuaco 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 National Instrument 43-101 guidelines for a PEA. Tabuaco is located in
the northeast of Portugal and hosts several scheelite-bearing skarn
deposits. An NI 43-101-compliant resource estimate was prepared by SRK
Consulting (U.K.) and published on Oct. 3, 2012.
Adoption of advance-notice bylaw
Colt also announces today that its board of directors has
unanimously adopted and approved Bylaw 2013-1 as an amendment to the company's general bylaws, 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, or (ii) a shareholder proposal made pursuant to the
provisions of the act.
The purpose of Bylaw 2013-1 is to provide shareholders, directors
and management of the company with a clear framework for nominating
directors. Among other things, Bylaw 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 30 nor more than
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 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 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 15th day following the day on which the first public announcement of the
date of the special meeting of was made.
Bylaw 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 Bylaw
2013-1. A copy of Bylaw 2013-1 is available under the company's
profile on SEDAR.
We seek Safe Harbor.
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