COLORADO RESOURCES LTD. (TSX-V: CXO) (“Colorado” or the “Company”) is pleased to announce that it has entered into an engagement letter with Macquarie Capital Markets Canada Ltd. and Dundee Securities Ltd. (collectively the “Underwriters”) to co-lead a private placement on a bought deal basis for an aggregate of $12,270,000 of securities of Colorado, comprised of 7,800,000 units of the Company (the “Units”) at an issue price of $0.90 per Unit (the “Unit Issue Price”) and 5,000,000 common shares of the Company that qualify as flow-through shares for purposes of the Income Tax Act (Canada) (the “Flow-Through Shares”) at an issue price of $1.05 per Flow-Through Share (the “Flow-Through Issue Price”).
Each Unit will consist of one common share of the Company (each, a “Common Share”) and one-half (50%) of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”), each Warrant being exercisable to acquire one common share of the Company for a period of 24 months following the Closing Date (as hereinafter defined) at a price of $1.25 per share. For the purposes hereof, the issuance and sale of the Units and the Flow-Through Shares (collectively, the “Securities”) shall be referred to as the “Offering”. The Company has agreed to grant the Underwriters an option to purchase up to an additional number of Securities of the Company equal to 15% of the number of Securities sold pursuant to the Offering, exercisable in whole or part at the Unit Issue Price for the Units and at the Flow-Through Issue Price for the Flow-Through Shares, up to 48 hours prior to the Closing Date. If the Underwriters’ Option is exercised in full, the aggregate gross proceeds to Colorado will be $14,110,500.
The net proceeds from the Offering will be used to fund continued development of the Company’s exploration properties including the Oro Gold Property in the Yukon, and for general working capital purposes.
It is expected that the closing of the Offering will occur on or about April 14, 2011 (the “Closing Date”) and is subject to certain conditions including receipt of all applicable regulatory approvals including the approval of the TSX Venture Exchange.
The Underwriters will receive a cash commission of 7.0% of the gross proceeds raised in the Offering. The Underwriters will also receive compensation options equal to 7.0% of that number of Securities issued in connection with the Offering. Each Compensation Option will be exercisable to acquire one Unit on the same terms as the Units in the Offering for a period of 24 months following the Closing Date at an exercise price equal to the Unit Issue Price, subject to regulatory approval.
This press release is not an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent an applicable exemption from U.S. registration requirements.
Colorado is currently engaged in the business of mineral exploration for the purpose of acquiring and advancing mineral properties located in British Columbia and the Yukon and is also aggressively seeking properties in Latin America. Colorado’s initial focus will be to follow up exciting “Carlin” style mineralization found by previous workers on its Oro Gold Property in the Yukon as soon as conditions permit. Trenching and drilling programs are also being contemplated on the company’s Hit Property.
ON BEHALF OF THE BOARD OF DIRECTORS OF
COLORADO RESOURCES LTD.
President and Chief Executive Officer
For more information, please contact:
Colorado Resources Ltd.
Adam Travis, President and Chief Executive Officer or
Terese Gieselman, Chief Financial Officer and Secretary
T: (250) 768-1511
F: (250) 768-0020
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding proposed exploration activities. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward-looking information as a result of various factors, including, but not limited to, the state of the financial markets for the Company’s equity securities, the state of the market for gold or other minerals that may be produced generally, recent market volatility; variations in the nature, quality and quantity of any mineral deposits that may be located, the Company’s ability to obtain any necessary permits, consents or authorizations required for its activities, to raise the necessary capital or to be fully able to implement its business strategies and other risks associated with the exploration and development of mineral properties. The reader is referred to the Company’s prospectus dated September 16, 2010 for a more complete discussion of such risk factors and their potential effects, a copy of which may be accessed through the Company’s page on SEDAR at www.sedar.com.
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.