Metallic Ventures Gold Inc.
TSX : MVG

Metallic Ventures Gold Inc.

October 29, 2009 19:40 ET

Metallic Ventures Determines That Offer From International Minerals Is a Superior Proposal

TORONTO, ONTARIO--(Marketwire - Oct. 29, 2009) - Metallic Ventures Gold Inc. ("Metallic") (TSX:MVG) confirms that its Board of Directors (the "Metallic Board"), having received advice from its financial and legal advisors, has settled the terms of a proposed transaction with International Minerals Corporation ("IMC") for the acquisition of all of the common shares of Metallic by way of a plan of arrangement that is superior to the terms of the current agreement between Metallic and Solitario Exploration & Royalty Corp. ("Solitario") originally announced August 24, 2009, as amended on October 13, 2009 (the "Solitario Arrangement Agreement").

Under the transaction proposed by IMC, assuming no currently outstanding options are exercised, each common share of Metallic not owned by IMC will be exchanged for (i) a cash payment in the amount of US$0.4615 and (ii) 0.1635 of a common share of IMC, with an aggregate maximum cash consideration of US$24 million and an aggregate maximum of 8.5 million IMC shares. Save for the financially superior terms of the proposal by IMC, the proposed agreement with IMC is substantially similar to the agreement currently in place with Solitario, and includes a break fee, payable to IMC in certain circumstances, of US$2.5 million.

Under the terms of the Solitario Arrangement Agreement, Solitario has a period of 72 hours (the "Notice Period") to offer to amend the terms of the Solitario Arrangement Agreement. The Notice Period will officially expire at 9:00 a.m. (Toronto time) on November 2, 2009.

If, within the Notice Period, Solitario offers to amend the Solitario Arrangement Agreement such that the Metallic Board determines that the proposed transaction with IMC is no longer a superior proposal, Metallic will be required to enter into an amendment to the existing Solitario Arrangement Agreement and implement the amended Solitario Arrangement Agreement. In that circumstance, the offer by IMC to enter into a proposed transaction with Metallic will be terminated.

If within the Notice Period Solitario does not offer, or notifies the Metallic Board that it does not intend to offer, to amend the Solitario Arrangement Agreement, or if the proposed IMC transaction continues to be superior to any proposed amendment to the Solitario Arrangement Agreement, Metallic intends to terminate the Solitario Arrangement Agreement, pay to Solitario the agreed break fee of US$2.2 million, and accept IMC's offer. In that event, the voting support agreements entered into by Metallic's two significant shareholders will be terminated and such shareholders will enter into voting support agreements with respect to the transaction with IMC.

Metallic will continue to issue press releases as developments require it.

About The Company

Metallic is an Ontario incorporated exploration stage gold company with its common shares listed and posted for trading on the Toronto Stock Exchange. Metallic currently receives income from the Ruby Hill gold mine located in Nevada and operated by Barrick Gold and is focused on its two advanced stage exploration gold projects, being the projects referred to as the "Converse Project" and the "Goldfield Project". Metallic Project resource information is available on the company's website.

Cautionary Note to U.S. Investors

The United States Securities and Exchange Commission (the "SEC") permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms on our website and in our press releases, such as "measured", "indicated", and "inferred" resources, that are recognized and required by Canadian regulations, however, the SEC guidelines strictly prohibit U.S. companies from including these terms in their filings with the SEC. We advise U.S. investors that while these terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission do not recognize them. U.S. investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves or will be economically or legally minable.

Certain statements included herein constitute "forward looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Metallic Ventures Gold or of the gold mining industry to be materially different from future results, performance or achievements expressed or implied by those forward looking statements. These risks, uncertainties and other factors include, but are not limited to, changes in the worldwide price of gold or certain other commodities and currencies and the risks involved in the exploration, development and mining business. These factors are discussed in greater detail in Metallic Ventures Gold's most recent Annual Information Form and Management's Discussion and Analysis of Financial and Operating Results on file with the Canadian provincial securities regulatory authorities.

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