January 5, 2011
MetalCorp ANNOUNCES CLOSING OF THE FINAL TRANCHE OF ITS PREVIOUSLY ANNOUNCED NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH UNITS AND UNITS
TORONTO, ONTARIO, CANADA (January 5, 2011) - MetalCorp Limited (“MetalCorp”) (TSXV – MTC) is pleased to announce that it has successfully completed the final tranche of its previously announced non-brokered private placement of flow-through units and units (the “Private Placement”) - see MetalCorp’s news releases dated December 17, December 24 and December 30, 2010. As part of this tranche, 200,000 flow-through units (the “Flow- Through Units”) were sold to individual subscribers at $0.14 per Flow-Through Unit for gross proceeds of $28,000. Each Flow-Through Unit is comprised of one flow-through common share (a “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.
As part of this tranche, 154,375 units (each a “Unit”) were also sold to individual subscribers at $0.40 per Unit for gross proceeds of $61,750. Each Unit is 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”).
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 raised aggregate gross proceeds of $767,150 on this Private Placement. The proceeds to MetalCorp from the sale of the Flow-Through Units and the Flow-Through Common Shares 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. The proceeds to MetalCorp from the sale of the Common Shares will be used for general corporate purposes.
All of the securities issued pursuant to 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 Flow-Through Shares, Common Shares, Warrants and the common shares issuable upon the exercise of the 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 68,201,167 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 from 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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