September 12, 2014
METALCORP SIGNS AGREEMENT TO SELL PICKLE LAKE CLAIMS TO PC GOLD
THUNDER BAY, ONTARIO, CANADA (September 12, 2014) - MetalCorp Limited (“MetalCorp”) (TSXV – MTC) is pleased to announce that it has entered into an agreement with PC Gold Inc. (“PC Gold”) for MetalCorp to sell to PC Gold twenty-eight (28) mining claims (the “Claims”) totalling 5,600 hectares located adjacent to PC Gold’s Pickle Crow gold project in the Patricia Mining Division, Ontario.
Pursuant to the agreement, and subject to the prior approval of the TSX Venture Exchange, as consideration for the Claims, PC Gold has agreed to issue 6,000,000 common shares to MetalCorp and to pay MetalCorp $65,000 in cash, payable $25,000 on the first anniversary from closing, $25,000 on the second anniversary from closing and $15,000 on the third anniversary from closing.
PC Gold has also agreed to pay MetalCorp the amount of $1,000,000 upon the commencement of any commercial production from the Claims, with commercial production being deemed to have occurred upon the first day on which aggregate production from the Claims is equal to or greater than two thousand (2,000) troy ounces of gold. Such additional consideration may be paid in cash or, at the option of PC Gold, in common shares of PC Gold, valued by reference to the market price of the common shares of PC Gold prevailing on the date on which PC Gold becomes obligated to pay such additional consideration.
Certain of the Claims will be subject to a 2% net smelter royalty in favour of MetalCorp, one-half of which may be purchased by PC Gold at any time for $2.0 million. The balance of the Claims will be subject to a 1% net smelter royalty in favour of MetalCorp, one-half of which may be purchased by PC Gold at any time for $1.0 million. The net smelter royalty purchase consideration may be paid in cash or, at the option of PC Gold, in common shares of PC Gold, valued by reference to the market price of the common shares of PC Gold prevailing on the date on which PC Gold becomes obligated to pay such consideration. The Claims subject to the 1% net smelter royalty are also subject to an existing 2% net smelter royalty in favour of certain third parties.
The transaction is anticipated to be completed by the end of September. All common shares issued by PC Gold in connection with the transaction will be subject to a four month hold period from the date of issuance under applicable securities laws.
The transaction is subject to the approval of the TSX Venture Exchange.
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. To find out more about MetalCorp visit its website at www.metalcorp.ca.
For further information, please contact: Donald A. Sheldon, President and Chief Executive Officer, Phone: (416) 595-0147, or via email: info(at)metalcorp(dot)ca
Except for statements of historical fact contained herein, information in this press release may constitute "forward-looking information" within the meaning of Canadian securities laws. Other than statements of historical fact, all statements that involve various known and unknown risks, uncertainties and other factors are "forward-looking statements". 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 news 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 intention or obligation to update publicly any forward-looking information, whether as a result of new information, future events or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy, accuracy or contents of this news release.
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