Magnum Goldcorp Inc.
TSX VENTURE : MGI

November 11, 2013 15:52 ET

Magnum Goldcorp Inc. Announces Completion of Qualifying Transaction and Concurrent Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 11, 2013) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Magnum Goldcorp Inc. (TSX VENTURE:MGI) ("Magnum" or the "Corporation") is pleased to announce the completion of its previously announced "Qualifying Transaction" within the meaning of Policy 2.4 of the TSX Venture Exchange Inc. (the "Exchange"), relating to a binding option agreement (the "Option Agreement") dated September 6, 2012, with International Bethlehem Mining Corp., granting Magnum an option to acquire a 51% undivided interest in certain mineral properties situated in Slocan Mining Division, British Columbia, as more particularly described in the Corporation's filing statement dated August 16, 2013 (the "Filing Statement"), which is available under the Corporation's SEDAR profile at www.sedar.com.

Concurrent Financing

Concurrent with the closing of the Qualifying Transaction, the Corporation has closed its previously announced non-brokered financing for a total gross proceeds of $562,000 involving :(a) a non-brokered private placement of 2,555,000 units of the Corporation ("Units") at an issue price of $0.10 per Unit for gross proceeds of $255,500, where each Unit is comprised of one common share in the share capital of the Corporation ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.10 for a period of two years following the date of grant of such Warrant; and (b) a non-brokered private placement of 3,065,000 "flow-through" Common Shares of the Corporation ("Flow-Through Shares") within the meaning of the Income Tax Act (Canada) at an issue price of $0.10 per Flow-Through Share for gross proceeds of $306,500 (together, the "Concurrent Financing"). In connection with the Concurrent Financing, the Corporation paid a finder's fee in the amount of $4,000 to a certain arm's length finder. Notwithstanding that the gross proceeds raised under the Concurrent Financing is slightly less than the anticipated amount of $600,000 originally described in the Filing Statement, due to considerable reduction in the amount of finders' fees actually paid by the Corporation in connection with the Concurrent Financing than was originally anticipated, the net proceeds raised through the Concurrent Financing is slightly higher than the original estimated net proceeds disclosed in the Filing Statement.

The Corporation will use the net proceeds of the Concurrent Financing to finance the exploration and related expenditures associated with the Qualifying Transaction.

The securities issued pursuant to the Concurrent Financing are subject to a four month hold period expiring on March 9, 2014.

Board of Directors and Management

Following the completion of the Qualifying Transaction, the board of directors of the Corporation will consist of Douglas L. Mason, Daniel B. Evans, Sead Hamzagic, David H. Evans and Bruce E. Morley.

The management team of the Corporation will consist of Douglas L. Mason as Chief Executive Officer, Daniel B. Evans as President, Sead Hamzagic as Chief Financial Officer and Michael J. Perkins as Corporate Secretary.

Summaries of the biographies for all of the directors and executive management of the Corporation are set out in the Filing Statement.

Name Change and Stock Symbol Change

In connection with the completion of the Qualifying Transaction, the Corporation, formerly known as Magnum Capital Corp., filed articles of amendment with the Registrar of Corporations (Alberta) to effect the change of the name of the Corporation to "Magnum Goldcorp Inc." to more appropriately reflect its going-forward business and operations.

In connection with the name change of the Corporation, the Common Shares will be traded under the new symbol "MGI". The Common Shares of the Corporation are expected to commence trading under the new name and symbol on or about November 13, 2013.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that the Exchange will not provide final approval of the Qualifying Transaction or the Concurrent Financing. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. Material factors and assumptions in this press release include the ability of the Corporation to meet the conditions set out in the Exchange's conditional approval letter and the satisfaction of all conditions to the Qualifying Transaction as contained in the Option Agreement and as imposed by regulatory authorities. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this press release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

Contact Information

  • Magnum Goldcorp Inc.
    Daniel B. Evans
    President and Director
    (604) 922-2030