Colossus Resources Corporation Closes Non-Brokered Private Placement Financing and Debt Settlement

Executive Summary

• Colossus Resources Corp. closed a non‑brokered private placement of 1,800,000 units at CDN $0.05 per unit, raising CDN $90,000 for general working capital.
• The company also settled debt by issuing 4,087,650 common shares (deemed price CDN $0.05) to extinguish CDN $204,382.50 of obligations.
• Director Geoff Hampson resigned from the board.

Key Details

• Private Placement:
• Units issued: 1,800,000
• Price per Unit: CDN $0.05
• Gross proceeds: CDN $90,000
• Composition of each Unit: 1 common share + ½ common share purchase warrant (full warrant allows purchase of one additional common share at CDN $0.10 for two years).

• Hold period: four months and one day for all securities issued.

• Debt Settlement (Shares for Debt Transaction):

• Common shares issued: 4,087,650
• Deemed price per share: CDN $0.05

• Total debt settled: CDN $204,382.50

• Related‑Party Participation:

• Insiders/non‑arm’s length parties received 2,606,000 common shares to settle CDN $130,300 of the debt.

• Same parties purchased 200,000 units (CDN $10,000) in the private placement.

• Regulatory Notes:

• Both transactions qualify as “related party transactions” under MI 61‑101 and were exempt from valuation and minority‑shareholder approval requirements due to size thresholds.

• No material change report filed prior to closing because related‑party participation was not confirmed at that time.

• Director Change:

• Geoff Hampson resigned as a director; the board thanked him for his service.

Notable Quotes

• “On behalf of the Board of Directors, we thank Mr. Hampson for his contributions,” said Charalambos (Harry) Katevatis, President & CEO.