DECEMBER 17, 2010
METALCORP ANNOUNCES $1.8 MILLION NON-BROKERED PRIVATEPLACEMENT OF FLOW-THROUGH UNITS AND NON-FLOW-THROUGH UNITS
TORONTO, ONTARIO, CANADA (December 17, 2010) - MetalCorp Limited (“MetalCorp” or the “Company”) (TSXV - MTC) is pleased to announce a proposed non-brokered private placement of up to 10,000,000 flow-through units (each, a “Flow-Through Unit”) at a price of $0.155 per Flow-Through Unit and up to 2,000,000 non-flow-through units (each, a “Unit”) at a price of $0.125 per Unit for aggregate gross proceeds of up to $1,800,000 (the “Offering”). Each Flow-Through Unit will be comprised of one flow-through common share and one-half of one transferable flow-through warrant. Each Unit will be comprised of one non-flow-through common share and one-half of one transferable warrant. Each whole flow-through warrant and each whole warrant (each 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 $0.25 in the first year and $0.30 during the second year.
MetalCorp will pay cash finders’ fees of up to 6.5% of the aggregate gross proceeds of the Units and the Flow-Through Units sold by finders and finder’s warrants (each a “Finder’s Warrant”) equal in number to up to 6.5% of the number of Units and the Flow-Through Units sold by finders. Each Finder’s Warrant will entitle the holder to purchase one finder’s unit comprised of one non-flow through common share and one-half of one warrant (on the same terms as the Warrants) at $0.155 per finder’s unit. Each finder’s unit is comprised of one non-flow-through common share and one-half of one non- flow-through warrant exercisable within two years from the closing.
The gross proceeds to MetalCorp from the Flow-Through Units 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. Proceeds from the sale of the Units will be used for general corporate purposes.
All the securities issued pursuant to the Offering 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.
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 and the Flow-Through 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 has 62,699,471 common shares outstanding. To find out more about MetalCorp visit its website at www.metalcorp.ca.
For further information, please contact:
Chris Dougherty, P.Eng., President
T: (807) 683-1731
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.
Except for statements of historical fact contained herein, the information in this press release may constitute “forward-looking information” within the meaning of Canadian securities law. Other than statements of historical fact, all statements are “Forward-Looking Statements”, including the size and pricing of the Offering, that involve various known and unknown risks and uncertainties and other factors, such as market conditions. There can be no assurance that such statements will prove accurate. Results and future events could differ materially from those anticipated in such statements. Readers of this press release are cautioned not to place undue reliance on these “Forward-Looking Statements”. Except as otherwise required by applicable securities statutes or regulation, MetalCorp expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
© 2017 MetalCorp Inc.