December 10, 2009
MetalCorp Limited Re-prices $1.5 Million Non-Brokered Private Placement of Flow-Through Units
Toronto, Ontario, Canada (December 10, 2009) - MetalCorp Limited (TSX-V: MTC) is re-pricing its previously announced proposed non-brokered private placement (the "Offering"). The Offering has been amended to increase the number of flow- through units (each, a "Unit") offered to up to 8,108,108 Units instead of 6,000,000 Units and to reduce the subscription price to $0.185 per Unit instead of $0.25 per Unit, for aggregate proceeds of up to $1,500,000. All other terms of the Offering remain the same. Each Unit will be comprised of one flow-through common share and one-half of a flow- through common share purchase warrant. Each whole warrant (a "Warrant") will entitle the holder to purchase one non-flow-through common share at any time for a period of two years, at a price of $0.35 in the first year and $0.45 in the second year.
MetalCorp will pay finder's fees of up to 6.5% of the aggregate gross proceeds of the Offering, in cash or treasury common shares, and finder's warrants equal in number to up to 6.5% of the number of Units sold. Each finder's warrant will entitle the holder to purchase one non-flow-through common share and one-half of a non-flow-through Warrant for a price of $0.185.
The gross proceeds to MetalCorp from the Offering will be used to fund exploration expenses which qualify as "Canadian Exploration Expenses" (within the meaning of the Income Tax Act (Canada)) in connection with MetalCorp's projects in Ontario, including its BL14 copper/zinc project at its Big Lake property and at its projects at its Hemlo East and Pickle Lake gold properties.
All the securities issued pursuant to this private placement will be subject to a four (4) month hold period. Completion of the private placement is subject to receipt of all required regulatory and other approvals, including acceptance by the TSX Venture Exchange of the amended terms of the Offering.
This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The common shares and the Warrants comprising the Units or issuable upon exercise of the Warrants and finder's warrants will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent an applicable exemption from the registration requirements.
MetalCorp is a mineral exploration company based in Thunder Bay, Ontario with gold and base metal projects in the Canadian Shield of Northern Ontario, Canada, one of the most prolific mineral districts in the world. The projects, with a total area of more than 85,000 acres, include the Hemlo East property, the Big Lake copper-zinc-silver-gold property, the North Rock copper-nickel-platinum property, and the Dorset, Pickle Lake, Black Bear and Keezhik Lake gold properties. MetalCorp has 49,106,636 common shares outstanding and approximately $1,000,000 in cash and no long-term debt. To find out more about MetalCorp, please visit the website at www.metalcorp.ca.
This Press Release contains forward-looking statements, including the size and pricing of the Offering that may involve a number of risks and uncertainties, including market conditions. Actual events or results could differ materially from MetalCorp's forward- looking statements and expectations herein.
FOR FURTHER INFORMATION PLEASE CONTACT:
President and CEO
Neither IIROC nor the TSX Venture Exchange accepts responsibility for the adequacy or accuracy of this release. This press release is not for distribution to United States newswire services nor for dissemination in the United States.
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