Focus Metals Inc. Announces Bought Deal Private Placement of Flow-Through Shares

TORONTO, ONTARIO--(Marketwire - Feb. 23, 2012) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN

Focus Metals Inc. ("Focus Metals" or the "Company") (TSX VENTURE:FMS) is pleased to announce that it has entered into an agreement with Cormark Securities Inc. and Byron Capital Markets Ltd. (collectively the "Underwriters"), pursuant to which the Underwriters have agreed to act as underwriters in connection with the offer and sale of 5,000,000 flow through shares ("Flow-Through Shares") of Focus Metals (the "Offering") on a private placement basis. The Flow-Through Shares shall be offered at a price of $1.30 per share for aggregate gross proceeds of $6.5 million. In addition, the Company has granted the Underwriters an option to increase the size of the Offering by an additional 2,693,000 Flow-Through Shares, exercisable at any time up to 48 hours prior to the closing of the Offering, which would increase the gross proceeds of the Offering to approximately $10 million.

The closing of the Offering is expected to occur on or about March 14, 2012 and is subject to the completion of formal documentation and receipt of regulatory approval, including the approval of the TSXV.

The proceeds of the financing will be used to incur eligible Canadian Exploration Expenses, as defined under the Income Tax Act (Canada), that will be renounced in favour of the purchasers with an effective date of no later than December 31, 2012. The funds are intended to be used to explore and advance Focus Metals' Lac Knife Graphite Project located in Québec.

The securities described herein 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 unless registered under the Act or unless an exemption from registration is available.

This news release contains forward-looking statements. These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements regarding closing of the offering, use of proceeds and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "anticipates", "believes", "could", "estimates", "expects", "may", "shall", "will", or "would". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, use of proceeds, closing of the offering, results of exploration, project development, reclamation and capital costs of the Company's mineral properties, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.

This news release includes certain "forward looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. Without limitation, statements regarding potential mineralization and resources and reserves, exploration results, and future plans and objectives of the Company are forward looking statements that involve various degrees of risk. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward looking statements: changes in the world wide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital.