December 23, 2011
MetalCorp Announces Closing of Tranche 1 of its Non-Brokered Private Placement
Thunder Bay, Ontario (Stockwatch – December 23, 2011) - MetalCorp Limited ("MetalCorp") (TSX-V: MTC) is pleased to announce that it has successfully completed the first tranche of its previously announced non-brokered private placement (the "Private Placement") of units (each, a "Unit") and flow-through shares (each, a "Flow-Through Share") – see MetalCorp's news release dated November 18, 2011. An aggregate of 2,385,000 Units and an aggregate of 1,650,000 Flow-Through Shares were sold in the first tranche today for gross proceeds of $201,750 to accredited investors or persons otherwise entitled to rely on prospectus exemptions under applicable securities laws. Each Unit consists of one common share and one half warrant (each whole warrant, a "Warrant"). Each whole Warrant entitles the holder to purchase one common share at any time for a period of two years following closing, at a price of $0.10 in the first year and $0.15 in the second year. Each Flow-Through Share is a common share issued on a "flow-through" basis in accordance with the Income Tax Act (Canada) the ("Tax Act").
Finders received as compensation 6.5% cash commission and 132,275 finder's warrants, being 6.5% of the aggregate number of Units and Flow-Through Shares sourced by such finders. Each finder's warrant entitles the finder to purchase one Unit at a price of $0.05 for a period of two years following closing.
Gross proceeds from the sale of Flow-Through Shares will be used to fund MetalCorp's mineral exploration expenses which qualify as "Canadian Exploration Expenses" (within the meaning of the Tax Act) on MetalCorp's projects in Ontario, including its Solomon Pillars and Hemlo East projects. Net proceeds from the sale of Units will be used for MetalCorp's general working capital purposes.
All the securities issued pursuant to this first tranche of the Private Placement are subject to a four (4) month hold period.
This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The securities described herein 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. Following closing of this first tranche of the Private Placement, MetalCorp has 73,155,707 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, Phone: (807) 683-1731, or via email at info(at)metalcorp(dot)ca
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 use of proceeds of the Private Placement,, that involve various known and unknown risk 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.
© 2018 MetalCorp Inc.