INV Metals Inc.
TSX : INV

INV Metals Inc.

August 24, 2012 08:00 ET

INV Metals Announces Terms of Financing for the Quimsacocha Project Acquisition

TORONTO, ONTARIO--(Marketwire - Aug. 24, 2012) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

INV Metals Inc. ("INV Metals" or "Company") (TSX:INV) is pleased to announce the terms of the equity financing (the "Equity Financing") that is a condition precedent to its acquisition of the Quimsacocha Project in Ecuador (the "Acquisition") from IAMGOLD Corporation (see the Company's press releases dated June 21, 2012 and August 16, 2012 for further details of the Acquisition).

The Equity Financing will be a private placement of subscription receipts (each, a "Subscription Receipt") of a corporation ("FinanceCo") that was incorporated to facilitate the Acquisition at a price of $0.10 per Subscription Receipt to raise gross proceeds of $20 million. The Subscription Receipts will convert into common shares of FinanceCo ("FinCo Shares") immediately prior to the closing of the Acquisition or will be cancelled in the event the Acquisition does not close by November 30, 2012. INV Metals will acquire the FinCo Shares concurrently with the closing of the Acquisition and the FinCo Shares will be exchanged for common shares of INV (the "INV Shares") on a one-for-one basis pursuant to a three-cornered amalgamation between FinanceCo, INV Metals and a wholly-owned subsidiary of INV Metals. The Equity Financing is expected to close on September 6, 2012.

Mr. Terry MacGibbon, Chairman of INV Metals stated: "I am very pleased we have allocated and received commitments to raise $20 million in the current economic climate, which reflects the strength of the Quimsacocha Project."

Dundee Securities Ltd. and Cormark Securities Inc. are acting as co-lead agents in the Equity Financing on behalf of a syndicate that includes GMP Securities L.P., Primary Capital Inc., PowerOne Capital Markets Ltd. and Raymond James Ltd. (collectively, the "Agents"). The Agents have also been granted an over-allotment option and will have the option to acquire up to an additional 30 million Subscription Receipts at the time of closing. The Agents will receive a cash fee equal to 6% of the gross proceeds of the Equity Financing and broker warrants equal to 6% of the number of Subscription Receipts, each exercisable for one share of INV Metals at an exercise price of $0.10 per share.

The Subscription Receipts, the FinCo Shares underlying the Subscription Receipts and the INV Shares to be issued in connection with the amalgamation have not been registered under the United States Securities Act of 1933, as amended (the "Act") or the securities laws of any state and may not be offered or sold absent registration under the Act or an applicable exemption from the registration requirements thereof. This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption therefrom.

About INV Metals

INV™ Metals is an international mineral resource company focused on the acquisition, exploration and development of base and precious metal projects in Ecuador, Brazil and Namibia. Currently, INV™ Metals' primary assets are: (1) the Alto Condor Project in Ecuador, (2) its option to acquire 50% of the Rio Novo property, located in Brazil, (3) its option to acquire 50% of the Kaoko property, located in Namibia. Please also refer to the INV™ Metals' website at www.invmetals.com to view additional details relating to the properties.

Forward-Looking Statements

This press release contains certain forward-looking statements. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of INV Metals to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, delay or failure to receive regulatory, shareholder or other required approvals to complete the Acquisition, timing and ability to complete the Equity Financing, timing and ability to raise capital on acceptable terms, not realizing the potential benefits of the Acquisition, risks related to the actual results of exploration activities, conclusions of economic evaluations, risks associated with mining and mineral exploration activities, uncertainty in the estimation of mineral resources, including, without limitation, the assumptions on which such estimates are based, changes in project parameters as plans continue to be refined, future prices of metals, economic and political stability in Ecuador, Namibia, Brazil and Canada, environmental risks and hazards, increased infrastructure and/or operating costs, availability of future financing, labour and employment matters, and government regulation. There is no guarantee that any drill targets or economic mineral deposits will be found on INV Metals' properties. For a more detailed discussion of such risks and other factors, refer to INV Metals' annual information form filed with Canadian securities regulators available on www.sedar.com.

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