Colt Resources Inc. (COLTF: OTC Link) | Colt Completes Acquisition of Key Surface Rights for its Tabuaço Tungsten Project


Colt Completes Acquisition of Key Surface Rights for its Tabuaço Tungsten Project

Aug 24, 2011

OTC Disclosure News Service

Montreal, QC, Canada –


Colt Resources Completes Acquisition of Key Surface Rights for its Tabuaço Tungsten Project


Montréal, Québec, Colt Resources Inc. (“Colt” or the “Company”) (TSXV: GTP) (FRA: P01) (OTCQX: COLTF) is very pleased to announce that one of its Portuguese wholly owned subsidiaries has acquired through the purchase of a private Portuguese limited company key surface rights covering approximately 140 hectares at its Tabuaço (São Pedro das Águias) tungsten project, located in the company’s Armamar‐Meda concession in northern Portugal.


The acquisition of these surface rights not only provides Colt with unhindered access to the ground for exploration but more importantly, it is a crucial step for the next stages of the development of our Tabuaço tungsten project which we will be fast-tracking in the months ahead.” stated Nikolas Perrault, President and CEO.

On August 24, 2011, the Company executed a purchase and sale agreement and has acquired 100% of the shares of Q.S.P.A, a Portuguese sole proprietorship limited company consisting of surface rights, an operational business and real estate in an arm’s length transaction for a total acquisition cost of 10M Euros. The surface rights are the main asset and the intrinsic value of the transaction as it is key to the Company’s planned development of this tungsten mining project. The operational business of Q.S.P.A. is a registered as an Oporto and Douro wine producer, trader, importer/exporter and bottler. Q.S.P.A was put up for sale about one year ago. The value of Q.S.P.A. is real estate consisting of land, buildings (the monastery, the winery and the cellar), valued independently for an aggregate of 4.5M Euros as well as inventories valued at 2.5M Euros. Q.S.P.A.’s unaudited statements as of May 31, 2011, show total assets of 12.7M Euros and total liabilities of approximately 8.9M Euros, of which 8.1M Euros is a shareholder loan and which Colt’s wholly owned subsidiary will become the beneficiary. Unaudited revenues and losses for the last fiscal year are 189K and 67K Euros respectively and for the period ending May 31, 2011 revenues are 1K Euros with losses of 274K Euros. The Company will maintain the seasonal employment of the business but will subcontract out the management.

The Company will be paying a combination of cash and shares for these assets.  The cash component consists of 5M Euros of which 3M Euros have been paid on closing. The balance of 2M Euros will be paid, in two instalments of 1M Euros, on the first and second year anniversary of the acquisition. The Company has also issued 5M restricted common shares to the seller, with each 1M common shares to become freely tradable on the date of each anniversary of the date of closing for the next five consecutive years. The Company has also issued 5M zero dividend, convertible preferred shares to the seller. Each zero dividend, convertible preferred share has a par value €0.50, a five year term. The preferred shares are convertible at the option of the holder at any time during the five year term, in whole or in part, into common shares of Colt at €0.57 per share, resulting in a potential issuance of an additional 4,385,965 common shares. The convertible preferred shares are also redeemable by Colt at its option on thirty day notice at €0.50 per share, in whole or in part, at any time during the five year term. If converted into common shares, the shares will be subject to the same five year restrictions as the common shares issued as part of this transaction. Upon closing the transaction, the seller has not become an insider of the Company.


The Company received independent evaluations of the business from FundBox SGFII S.A., Mr. Hugo de Oliveira e Silva and Taxlibris Contabilidade e Consultoria, dated May 2011, July 18, 2011 and July 22, 2011 respectively.


About Colt Resources Inc.


Colt Resources Inc. is a Canadian junior exploration 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 the second 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.


For more information contact:

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 revised annual information form dated April 20, 2011 available on SEDAR at 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.


The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.

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