Cold Spring Capital Inc. to Hold Special Meeting in 2007.NEW CANAAN New Canaan (kā`nən), town (1990 pop. 17,864), Fairfield co., SW Conn.; settled c.1700, inc. 1801. It is mainly a residential town and suburb of nearby New York City. Silvermine Guild Arts Center is located there. , Conn. -- As previously announced, on November 3, 2006, Cold Spring (AMEX AMEX See: American Stock Exchange :CDS) entered into an agreement to purchase all outstanding equity interests of Sedona Development Partners, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control ("Sedona"), which is the owner of The Club at Seven Canyons. Cold Spring filed a preliminary proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. with the Securities and Exchange Commission ("SEC") on November 13, 2006, in connection with a special meeting of its stockholders (the "Special Meeting") at which the stockholders will be asked to approve, among other things, the election of a new Class I member of the board of directors and the proposed acquisition of Sedona. Cold Spring did not hold an annual meeting of its stockholders during 2006 but instead intends to cover the matters that would otherwise be covered at its 2006 annual meeting at the Special Meeting. Cold Spring expects to hold the Special Meeting during the first or second quarter of 2007 (and in any event no later than May 16, 2007), subject to the timing of the SEC's review of Cold Spring's proxy statement. Cold Spring intends to work as promptly as practicable to respond to the SEC comments on the preliminary proxy statement, finalize and mail the proxy statement to its stockholders and hold the stockholder meeting. About Cold Spring Capital Inc. Cold Spring is a special purpose acquisition company established in May 2005 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other business combination, one or more operating businesses, portfolios of financial assets Financial assets Claims on real assets. or real estate assets that it expects to generate financial assets. Since inception, Cold Spring has been negotiating potential acquisitions. About Sedona Development Partners, LLC Sedona is a leading specialty real estate developer that owns and operates The Club at Seven Canyons, a successful luxury fractional ownership In business, fractional ownership is a percentage share of an expensive asset. Shares are sold to individual owners. A fractional owner enjoys priorities and privileges, such as reduced rates, priority access on holidays and income sharing. development located in Sedona, Arizona For the Kia Motors Sedona automobile, see Kia Carnival Sedona (pronounced /səˈdo.nə/) is a city and community that straddles the county line between Coconino and Yavapai counties in the northern . Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Stockholders of Cold Spring are advised to read, when it becomes available, Cold Spring's proxy statement in connection with Cold Spring's solicitation of proxies for the special stockholder meeting at which the stockholders will be asked to approve, among other things, the Sedona acquisition, because it will contain important information. The definitive proxy statement will be mailed to Cold Spring stockholders as of a record date to be established for voting on the acquisition of Sedona. Stockholders will also be able to obtain a copy of the definitive proxy statement, without charge, by directing a request to: Cold Spring Capital, 51 Locust locust, in botany locust, in botany, any species of the genus Robinia, deciduous trees or shrubs of the family Leguminosae (pulse family) native to the United States and Mexico. Avenue, Suite 302, New Canaan, Connecticut New Canaan is a wealthy town in Fairfield County, Connecticut, United States, 8 miles (13 km) northeast of Stamford, on the Five Mile River. In 1900, 2,968 people lived in New Canaan, and in 1910, 3,667. The population was 19,395 at the 2000 census. 06840. The proxy statement, once available, will also be available, without charge, at the Securities and Exchange Commission Internet site, www.sec.gov. Cold Spring and its directors and executive officers may be deemed to be participants in the solicitation of proxies for the special meeting in connection with Cold Spring's solicitation of proxies for the special stockholder meeting at which the stockholders will be asked to approve, among other things, the Sedona acquisition. Information about Cold Spring's directors and executive officers is available in its Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2005, filed with the Securities and Exchange Commission, and such information will be available in the proxy statement. This news release contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this press release and those made from time to time by Cold Spring through its senior management are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements reflect the Cold Spring's current views with respect to the future events or financial performance discussed in this release, based on management's beliefs and assumptions and information currently available. When used, the words "believe," "anticipate," "estimate," "project," "should," "expect," "plan," "assume," "intend" and similar expressions that do not relate solely to historical matters identify forward-looking statements. Forward-looking statements concerning future plans or results are necessarily only estimates and actual results could differ materially from expectations. Certain factors that could cause or contribute to such differences include, among other things, the risk that the acquisition of Sedona may not be consummated because of the failure of a party to satisfy closing conditions or the failure of the stockholders of Cold Spring to approve the acquisition or for other reasons, Cold Spring's being a development stage company with no operating history, the risk that Cold Spring will not be able to reduce financing costs or achieve projected revenue and other fiscal results in 2008, risks associated with the real estate market and/or real estate development projects and real estate ownership, the risks associated with significant indebtedness, and other risks described in the Securities and Exchange Commission filings of Cold Spring, including Cold Spring's Annual Report on Form 10-K for the year ended December 31, 2005 and its Quarterly Report on Form 10-Q Form 10-Q See 10-Q. for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006, under the captions "Risk Factors" and "Management's Discussion and Analysis Management's discussion and analysis (MD&A) A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial of Financial Condition and Results of Operations." The forward-looking statements speak only as of the date of this presentation, and Cold Spring expressly disclaims any obligation to update any forward-looking statements. |
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