SOURCE: Gold Bag, Inc.

February 23, 2011 10:00 ET

Gold Bag's Focus Celtic Gold to Acquire UK's Metallum Resources PLC, Holder of Extensive Exploration Licenses

RENO, NV--(Marketwire - February 23, 2011) -  Gold Bag, Inc. (OTCBB: GBGI), operating as Focus Gold Corp., has entered a definitive Acquisition Agreement ("the Agreement") whereby the company's newly created, wholly-owned subsidiary, Focus Celtic Gold Corporation, will purchase all outstanding shares of Metallum Resources, PLC ("Metallum"), a gold and base metals explorer with a focus in Northern Ireland, Republic of Ireland and Scotland. Metallum, founded in 2006, is an unlisted public company incorporated under the laws of England and Wales.

With the acquisition of Metallum, the company will acquire 100% ownership of thirty one exploration licenses covering in excess of 388,000 hectares. The licenses consist of fourteen licenses in Northern Ireland, sixteen licenses in Republic of Ireland and one license in Scotland, the Fore Burn target. The licenses variously target gold, silver, copper, base metals and geothermal energy resources. Additional potential exists to explore for platinum group elements, nickel and uranium within the existing licenses.

The Metallum licenses target clearly-defined objectives across Scotland, Northern Ireland and Republic of Ireland with direct analogies to known high grade gold and base metals deposits in Canada and Republic of Ireland. The geology of the Metallum Irish/Scottish ground is closely associated with the proven rich North American/Canadian and Scandinavian Caledonide-Appalachian trend and correlates closely with the Buchans-Roberts Arm Belt in Central Newfoundland, which is host to the 20.5 Mt Buchans poly metallic VMS deposit with over $35 billion mined since the 1920s.

Metallum acquired its licenses in Northern Ireland by exploiting data from the UK Government's £6.5m TELLUS ultra-high resolution aeromagnetic geochemical and geophysical surveys. Several Metallum licenses are adjacent to the SA Resources (Dalradian) licenses (2.8 million ounce gold indicated and inferred resources). The Metallum and SA Resources (Dalradian) licenses together cover the entire outcrop of the highly prospective Tyrone Igneous Group. Upon closing, Focus Celtic Gold will commence geophysics and drill programs on selected gold/silver targets on its Scottish and Northern Ireland properties.

The Fore Burn property in Scotland is a drill-ready advanced exploration gold/copper prospect. Historical drilling of Fore Burn (19 holes) by the RTZ Corporation discovered up to 54.4 g/t gold and 8.5% copper, results since substantiated by assay results from surface exploration completed by Metallum. The license targets are epithermal and porphyry gold/copper deposits associated with a series of Devonian volcanic rocks and subvolcanic intrusions with all features associated with the Southern Uplands Fault. Focus Celtic Gold plans to commence in-fill drilling on the Fore Burn property in early 2011.

In addition, Metallum has a number of base metal targets on its Northern Ireland and Republic of Ireland properties. Metallum's team has already discovered outcropping "Galena" veins (lead/zinc ore) in Clogher Valley. Ireland is one of the richest base metal provinces in the world hosting three of the world's highest grade lead/zinc mines. Focus Celtic Gold will commence an exploration drilling program on identified targets in 2011.

Under the terms of the Agreement, the company will purchase all of Metallum's outstanding shares (currently 73,812,457 shares) at a price of GBP £0.10 per share through the issuance of Gold Bag common shares. The number of Gold Bag shares to be issued at the Agreement's closing will be calculated by multiplying GBP £0.10 by the GBP/USD exchange rate on the day of closing, divided by the average closing price of Gold Bag shares on the OTCBB for the 10-day period ended five trading days prior to the Closing Date. Regardless of the actual average closing price, the Gold Bag share price used in this calculation shall not be less than USD $0.45 and shall not exceed USD $0.70. The closing of the Agreement is subject to Metallum's shareholder approval and certain other conditions. Gold Bag is required to have, for investment in Focus Celtic Gold, USD $2,000,000 in working capital at the time of closing. Upon closing, Metallum Chairman, Neill Arthur, will manage Focus Celtic Gold.

Stated company CEO, Grant R. White, "As we have moved forward with our acquisition strategy we have begun to see several unique opportunities outside of the Americas. As a result we have decided to expand our focus globally if the right opportunities present themselves. We believe Metallum is one of those opportunities that we had to pursue. Critical with any global acquisition is acquiring solid management and with Neill Arthur joining the company to run Focus Celtic Gold we not only acquire the Metallum assets but also strong continuity in management and many decades of mining industry experience, which is critical to our business strategy."

Extracts from an independent report describing Metallum's exploration licenses can be found on the company's website,

About Gold Bag Inc.
Gold Bag Inc., operating as Focus Gold Corp., is focused on the acquisition and development of gold mining properties throughout the world. Focus Gold's projects include two properties in the Timmins Mining District in Canada through an option agreement with Victoria Gold, the Huicicila and Focus 1 properties in Mexico through the company's wholly owned subsidiary Focus Gold Mexico Corp., and the pending acquisition of Metallum Resources PLC, holder of exploration licenses in Northern Ireland, Republic of Ireland and Scotland through the company's wholly owned subsidiary, Focus Celtic Gold Corporation. For further information please visit

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