DECEMBER 24, 2010
METALCORP ANNOUNCES REPRICING OF ITS PREVIOUSLY ANNOUNCED NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH UNITS AND NEW TERMS FOR UNITS
TORONTO, ONTARIO, CANADA (December 24, 2010) - MetalCorp Limited (“MetalCorp” or the “Company”) (TSXV – MTC) would like to announce the repricing of its previously announced proposed non-brokered private placement. The private placement consists of up to 6,000,000 flow-through units (each, a “Flow-Through Unit”) at a price of $0.14 per Flow-Through Unit (instead of $0.155 per Flow-Through Unit as previously announced). Each Flow-Through Unit will be comprised of one flow-through common share (each a “Flow- Through Common Share”) and one-half of one transferable flow-through warrant (each whole warrant, a “Flow-Through Warrant”).
The private placement will also consist of up to 2,000,000 units (each a “Unit”), each Unit being comprised of one (1) common share (a “Common Share”), two (2) Flow-Through Common Shares and one and one half (1.5) warrants (each whole warrant, a “Unit Warrant”) at a price of $0.40 per Unit.
Each whole Flow-Through Warrant and each whole Unit Warrant (collectively, the “Warrants”) will entitle the holder to purchase one non-flow-through common share at any time for a period of two years from the issuance thereof, 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 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 Flow- Through Units sold by finders. Each Finder’s Warrant will entitle the holder to purchase one finder’s unit comprised of one Common Share and one-half of one warrant (on the same terms as the Warrants) at $0.14 per finder’s unit (instead of $0.155 per finder’s unit, as previously announced). 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 applicable closing.
The gross proceeds to MetalCorp from the Flow-Through Units or the flow- through component of the 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. Proceedsfrom the sale of the non-flow-through component 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.