THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Colossus Minerals Inc. (the "Company” or "Colossus") (TSX:CSI) has today entered into an agreement with Dundee
Securities Ltd., on behalf of a syndicate of underwriters consisting of Clarus Securities Inc., Canaccord Genuity
Corp., and GMP Securities L.P. (collectively, the "Underwriters"), with PowerOne Capital Markets Limited to act as
a selling group member, pursuant to which the Underwriters have agreed to sell, on a bought deal basis, 75,000 units
(the “Units”) of the Company at a price of CAD$1,000 per Unit, for gross proceeds to the Company of
CAD$75,000,000 (the "Offering"). Each such Unit shall consist of a $1,000 face value Senior Unsecured Gold-
Linked Note (the “Notes”) and 60 Common Share Purchase Warrants (the “Warrants”).
The Notes will mature on December 31, 2016 (the “Maturity Date”) and will bear interest, accruing and calculated
and payable semi-annually in arrears on June 30 and December 31 of each year, at a rate of between 6% and 13%,
dependent on the simple average of the London PM Gold Fixing Price. The Notes will yield 9.0% based on the
current London PM Gold Fixing Price. The first interest payment date is December 31, 2011, and will consist of
interest accrued from and including the Closing Date calculated in accordance with the simple average of the
London PM Gold Fixing Price during the stub interest payment period.
Subject to any required regulatory approval and provided no event of default has occurred, the Company has the
option, upon not more than 60 nor less than 40 days’ prior notice, to satisfy its obligations to pay on redemption or
maturity, the principal amount of and premium (if any) on the Notes, in whole or in part, by delivering freely
tradeable Common Shares. The Company may elect from time to time, subject to any required regulatory approval
and provided that no event of default has occurred, to satisfy all or part of its interest payment obligations by
delivering sufficient freely tradeable Common Shares to a trustee for sale, in which event holders of the Notes will
be entitled to receive a cash payment equal to the interest owed, from the proceeds of the sale of the requisite
number of Common Shares by the trustee.
The Notes will rank subordinate in right of payment of principal and interest to all senior obligations of the
Company to a maximum principal amount of $25,000,000 but pari-passu with any existing unsecured senior
obligations outstanding of the Company.
Each Warrant shall entitle the holder thereof to acquire one Common Share of the Company at a price of $8.50 for a
period of five years following the Closing Date.
The Underwriters will also have the option, exercisable in whole or in part at any time up to 30 days after the closing
of the Offering, to purchase up to an additional 15% of the Units of the Company. In the event that the option is
exercised in its entirety, the aggregate gross proceeds of the Offering will be CAD$86,250,000. Closing of the
Offering is expected to occur on or about November 8, 2011 and is subject to regulatory approval including that of
the Toronto Stock Exchange.
The Units will be offered by way of a short form prospectus in all provinces in Canada, except Quebec. The Issuer
agrees that the Underwriters may distribute the Units in the United States by private placement to “qualified
institutional buyers” as defined in Rule 144A, and such other jurisdictions as may be agreed upon by the Company
and the Underwriters.
The Company intends to use the net proceeds of the Offering to fund advancement of the Serra Pelada project and
for general corporate purposes including working capital.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered
have not been, nor will they be, registered under the Unites States Securities Act of 1933, as amended, and such
securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption
from U.S. registration requirements.
Colossus is a Canadian-based exploration and development company focused in the mineral prolific Carajas region
of Para State, Brazil. Our primary focus is to advance the Serra Pelada project into production. Serra Pelada is host
to one of the highest grade gold and platinum group metals deposits in the world. Between 1980 and 1986 Serra
Pelada was host to the largest precious metals rush in Latin American history. Colossus Minerals’ Common Shares
trade on the Toronto Stock Exchange (TSX) under the symbol CSI. The Company is headquartered in Toronto,
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Except for statements of historical fact relating to Colossus, certain statements in this press release relating but not
limited to the Company's exploration and development plans, activities and intentions, constitute "forward-looking
information" within the meaning of the Securities Act (Ontario) or "forward-looking statements" within the meaning
of the United States Private Litigation Reform Act of 1995. These forward-looking statements represent
management's best judgment based on current facts and assumptions that management considers reasonable.
Forward-looking statements are frequently characterized by words such as "target", "plan", "expect", "project",
"intend", believe", "anticipate" and other similar words, or statements that certain events or conditions "appear to",
"may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the
date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause
actual events or results to differ materially from those projected in the forward-looking statements. The factors
include but are not limited to risks related to the joint venture operation, actual results of exploration activities, the
inherent risks involved in the exploration and development of mineral properties, changes in project parameters as
plans continue to be refined, delays in obtaining government approvals, the uncertainties of project cost overruns or
unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the
future, the uncertainties inherent to conducting business in Brazil and the rest of Latin America, the availability of
equipment and supplies, unexpected adverse climate conditions, the reliance on only a few key members of
management, as well as those factors discussed in the section entitled "Risk Factors" in the Company's most recent
Annual Information Form filed with Canadian provincial securities regulatory authorities and other regulatory
filings which are posted on SEDAR at www.sedar.com. Unless required by law, Colossus undertakes no obligation
to update forward-looking statements if circumstances or management's estimates or opinions should change. The
reader is cautioned not to place undue reliance on forward-looking statements.
FOR FURTHER INFORMATION PLEASE CONTACT:
Colossus Minerals Inc.
VP Investor Relations