Zacoro Metals Corp.

Zacoro Metals Corp.
Vistior Capital Limited
TSX VENTURE : VCL.P

January 21, 2008 08:00 ET

Zacoro Metals Corp. Announces $50 Million Private Placement Financing

TORONTO, ONTARIO--(Marketwire - Jan. 21, 2008) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S.

ZACORO METALS CORP. ("Zacoro") and VISTIOR CAPITAL LIMITED ("Vistior") (TSX VENTURE:VCL.P) are pleased to announce that Zacoro has engaged Toll Cross Securities Inc. as lead agent (the "Agent") in a syndicate including MGI Securities Inc., Octagon Capital Corporation and Brant Securities Inc. to complete a private placement financing (the "Offering"), on a marketed reasonable best efforts agency basis, to raise up to $50,000,000 through the sale of subscription receipts of Zacoro ("Subscription Receipts") at a price of $1.20 per Subscription Receipt.

Each Subscription Receipt shall be deemed to be exchanged, without payment of any additional consideration and subject to adjustment, for one (1) common share of the Company (each a "Common Share") at the Escrow Release Time (as herein defined).

The proceeds of the Offering will be placed into escrow on closing and will be released from escrow to the Company (after deducting the commission payable to the agents) immediately following satisfaction of all conditions necessary to complete the reverse take-over transaction ("RTO") with Vistior Capital Limited previously announced in the joint press release dated August 23, 2007 (including the receipt of all necessary approvals of the Toronto Stock Exchange or TSX Venture Exchange, as applicable) (the "Escrow Release Time"). In the event that the Escrow Release Time does not occur on or before 12:00 p.m. on March 31, 2008, the escrowed funds, plus any accrued interest earned thereon, shall be returned pro rata to each holder of the Subscription Receipts in exchange for that number of Subscription Receipts held by such holder.

The Offering is expected to close on or before February 28, 2007. The Common Shares issuable upon the exchange of the Subscription Receipts will be exchanged for free trading common shares of Vistior on closing of the RTO.

The net proceeds from the Offering will be used to fund (i) the option payment for Zacoro's interest in the El Cobre Project located in Concepcion del Oro, Zacatecas, Mexico, (ii) further exploration on the El Cobre Project and (iii) working capital and general corporate purposes.

The Subscription Receipts will be offered and sold by way of private placement exemptions in Ontario, British Columbia and Alberta, in the United States in such manner as not to require registration under the United States Securities Act of 1933, as amended, and in such other jurisdictions as mutually agreed to by Zacoro and the Agent.

At the Escrow Release Time, the Agent will receive: (i) a cash commission equal to 6.0% of the gross proceeds raised under the Offering, and (ii) compensation warrants (the "Compensation Warrants") entitling the Agent to purchase such number of Common Shares as is equal to 6.0% of the aggregate number of Subscription Receipts sold pursuant to the Offering. Each Compensation Warrant will entitle the Agent to purchase one Common Share at the issue price of $1.20 per Common Share for a period of 24 months following the issuance of the Compensation Warrants. The Compensation Warrants will be exchanged for warrants of Vistior in the RTO.

The securities being offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States in the absence of registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to purchase securities in the United States.

ABOUT ZACORO METALS CORP.

Zacoro Metals Corp. is a widely held Ontario company with its head office in Toronto, Ontario. Zacoro, through its 100% owned Mexican subsidiary, Eucan Mines, S.A. de C.V., has the right to earn a 50% interest in the El Cobre Project which is comprised of 22 exploitation concessions covering 1,433 ha located in Concepcion del Oro, Zacatecas, Mexico along with related assets. The El Cobre Project has an audited mineral resource and a mill facility with a rated design of 2,250 tpd. In addition, Zacoro is presently conducting a substantial drilling program to further delineate the El Cobre Project resource.

All information contained in this news release with respect to Zacoro was supplied by Zacoro for inclusion herein, and with respect to such information, Vistior and its board of directors and officers have relied on Zacoro.

This press release includes "forward looking statements", within the meaning of applicable securities legislation, which are based on the opinions and estimates of management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words suggesting future outcomes or statements regarding an outlook. Assuming completion of the Proposed Transaction, such risks and uncertainties include, but are not limited to, risks associated with the mining industry (including operational risks in exploration development and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainties involved in the discovery and delineation of mineral deposits, resources or reserves; the uncertainty of resource and reserve estimates and the ability to economically exploit resources and reserves; the uncertainty of estimates and projections in relation to production, costs and expenses; the uncertainty surrounding the ability of Zacoro to obtain all permits, consents or authorizations required for its operations and activities; and health and safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, the ability of Zacoro to fund the capital and operating expenses necessary to achieve the business objectives of Zacoro, the uncertainty associated with commercial negotiations and negotiating with foreign governments and risks associated with international business activities, as well as those risks described in public disclosure documents filed by Zacoro. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, prospective investors in securities of Visitor and, assuming completion of the Proposed Transaction, the Resulting Issuer should not place undue reliance on these forward-looking statements.

Statements in relation to "resources" and "reserves" are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described can be profitably produced in the future. Readers are cautioned that the foregoing lists of risks, uncertainties and other factors are not exhaustive. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements contained in this press release or in any other documents filed with Canadian securities regulatory authorities, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.

Contact Information

  • Zacoro Metals Corp.
    Daniel T. Farrell
    President and CEO
    (416) 540-6436
    Email: dfarrell@zacoro.com
    or
    Vistior Capital Limited
    Rami Younes
    President
    (416) 445-4572
    or
    Vistior Capital Limited
    Corbet Elder
    Chief Financial Officer
    (416) 445-4572
    Email: celder@vistiorcapital.com