October 1, 2009
Not for distribution to United States newswire services or for dissemination in the United States.
Colossus Minerals Inc. Announces Cdn$57,500,000 Bought Deal Financing
Toronto, Canada, September 30, 2009 - Colossus Minerals Inc. (TSX: CSI) (the �Company� or �Colossus�) announced today that it has entered into an agreement with a syndicate of underwriters led by Macquarie Capital Markets Canada Ltd. (the �Lead Underwriter�) and including Thomas Weisel Partners Canada Inc., Canaccord Capital Corporation, and GMP Securities L.P. (together with the Lead Underwriter, the �Underwriters�), with PowerOne Capital Markets Limited to act as a selling group member. The Underwriters have agreed to purchase, on a bought deal basis, 10,000,000 common shares (the �Common Shares�) of the Company, at a price of CDN$5.75 per Common Share (the �Offering Price�) for aggregate gross proceeds to Colossus of CDN$57,500,000 (the "Offering").
The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 1,500,000 Common Shares at the Offering Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, an additional CDN$8,625,000 will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be CDN$66,125,000.
The Common Shares will be offered by way of a short form prospectus to be filed in all of the provinces of Canada, except Quebec.
The net proceeds are intended to be used to fund expenditures on the Serra Pelada project and other exploration activities and for general working capital and corporate purposes.
The Offering is expected to close on or about October 22, 2009 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Colossus Minerals Inc. (TSX: CSI)
Colossus is a minerals development company focused on gold and platinum group metals in Brazil. The Company is currently focusing its efforts on the high grade gold-platinum-palladium Serra Pelada project in Para State, Brazil. Between 1980 and 1986 Serra Pelada was host to the largest precious metals rush in Latin American history. Coverage by 60 Minutes of this famous mining rush can be viewed at the following link: http://sixtyminutes.ninemsn.com.au/article.aspx?id=299887.
On Behalf of the Board of Directors
COLOSSUS MINERALS INC.
Per: �Ari Sussman�
Ari Sussman, Chief Executive Officer and Chairman
These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the �U.S. Securities Act�), or any state securities laws and may not be offered or sold in the United States or to U.S. persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to an exemption therefrom. Accordingly, this news release does not constitute an offer for sale of securities in the United States.
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Colossus Minerals Adopts Shareholders Rights Plan
Toronto, Canada � October 1, 2009 -- Colossus Minerals Inc. (TSX: CSI) (the �Company�) today reports that the Board of Directors has adopted a shareholder rights plan ("Rights Plan") effective October 1, 2009. The Rights Plan is designed to provide adequate time for shareholders of the Company and the Board of Directors to consider and evaluate any unsolicited take-over bid for the Company; to provide the Board adequate time to identify, develop and negotiate alternatives for maximizing shareholder value; to provide shareholders with an equal opportunity to participate in any take-over bid; to encourage the fair treatment of shareholders in the event of any bids for the Company; and, to ensure that any proposed transaction is in the best interest of the Company's shareholders. The Company is not aware of any pending or threatened take-over bid for the Company.
The Rights Plan is effective immediately subject to ratification by the Company's shareholders, which will be sought at the Annual and Special Meeting of Shareholders (the "Meeting") to be held in January 2010.
Under the terms of the Rights Plan, one right (a "Right") will be issued by the Company in respect of each outstanding common share of the Company at the close of business today and in respect of each common share of the Company issued hereafter (subject to the terms of the Rights Plan). The Rights issued under the Rights Plan become exercisable only if a person acquires or announces its intention to acquire 20% or more of the common shares of the Company without complying with the "permitted bid" provisions of the Rights Plan or without the approval of the Board of Directors of the Company.
Should such an acquisition occur, Rights holders (other than the acquiring person or related persons) can purchase common shares of the Company at a substantial discount to the prevailing market price (as defined in the Rights Plan) at the time the Rights become exercisable.
"Permitted bids" under the Rights Plan must be made by take-over bid circular to all holders of common shares of the Company and no common shares shall be taken up or paid for for a minimum of 60 days following the date of the bid. If, at the end of 60 days, at least 50% of the outstanding common shares, other than those owned by the offeror and certain related parties, have been tendered and not withdrawn, the bidder may take-up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.
Although effective as of today, the Rights Plan is subject to ratification by the Company's shareholders at the Meeting and, if ratified, the Rights Plan must be confirmed at every third annual meeting thereafter. If not ratified at the Meeting, the Rights Plan and all of the Rights outstanding at that time will terminate.
About Colossus:
Colossus is minerals development Company focused on gold and platinum group metals properties in Brazil. The Company is currently focusing its efforts on the high grade gold-platinum-palladium Serra Pelada project in Para State, Brazil. Between 1980 and 1986 Serra Pelada was host to the largest precious metals rush in Latin American history. Coverage by 60 Minutes of this famous mining rush can be viewed at the following link: http://sixtyminutes.ninemsn.com.au/article.aspx?id=299887.
For further information, please contact:
Elina Chow Public Relations Manager Colossus Minerals Inc. Tel: (416) 643-7655 Web site: www.colossusminerals.com Email: info@colossusminerals.com |