DECEMBER 30, 2010
MetalCorp Announces Closing of the First Tranche of Its Previously Announced Non-Brokered Private Placement of Flow-Through Units
TORONTO, ONTARIO, CANADA (December 30, 2010) - MetalCorp Limited ("MetalCorp") (TSXV – MTC) is pleased to announce that it has successfully completed the first tranche of its previously announced non-brokered private placement of flow-through units (the "Private Placement") - see MetalCorp's news release dated December 24, 2010. An aggregate of 4,838,571 flow- through units (the "Flow-Through Units") were sold today to funds of the MineralFields Group at $0.14 per Flow-Through Unit for gross proceeds of $677,400. Each Flow-Through Unit is comprised of one flow-through common share and one-half of a transferable flow-through common share purchase warrant. Each whole warrant (a "Flow-Through Warrant") entitles 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.
A finder received as compensation 6.5% cash commission and 314,507 finder's options, being 6.5% of the aggregate number of Flow-Through Units sold by such finder. Each finder's option entitles the holder to purchase, for a period of two years from the closing date, one finder's unit (a "Finder's Unit") comprised of one non-flow through common share and one-half of one non-flow-through warrant (a "Finder's Warrant") (on the same terms as the Flow-Through Warrant) at a price of $0.14 per Finder's Unit.
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.
All the securities issued pursuant to this first tranche are subject to a four (4) month hold period.
"We are very pleased to be entering into this relationship with MineralFields Group", said Chris Dougherty, President of MetalCorp. "This is an important milestone in the growth of MetalCorp Limited and we look forward to working with MineralFields Group as we develop our projects in Ontario."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 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 now has 67,538,042 common shares outstanding. To find out more about MetalCorp please 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 use of proceeds of the Private Placement, 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.
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