McGregor Capital Corp.

July 05, 2011 14:27 ET

McGregor Capital Corp. / Canadian Platinum Corp. Announce Financing

CALGARY, ALBERTA--(Marketwire - July 5, 2011) -


McGregor Capital Corp. ("McGregor" or the "Corporation") (TSX VENTURE:MCP.P) and Canadian Platinum Corp. ("Canadian Platinum") are pleased to announce that they have jointly engaged Macquarie Private Wealth Inc. (the "Agent") in connection with the sale of up to 17,500,000 common shares ("Common Shares") of Canadian Platinum on a "flow through" basis under the Income Tax Act (Canada) ("Flow Through Shares") at $0.40 per share and/or up to 21,571,428 Common Shares at $0.35 per share (the "Offering") on a commercially reasonable efforts basis, subject to completion of due diligence. The maximum gross proceeds from the Offering shall not exceed $10,000,000, of which a maximum of 70% of the gross proceeds shall be from the sale of Flow Through Shares.

The Agent will be paid a commission of 10% on the gross proceeds raised under the Offering (payable in either cash or in Common Shares) and will be reimbursed for its expenses. The Agent will also receive nontransferable Agent's options entitling the holder to acquire up to 10% of that number of shares issued under the Offering exercisable at $0.35 per share for a period of 24 months following closing. The Offering is scheduled to close on or about August 31, 2011 (the "Closing Date") and is subject to, among other things, the completion of McGregor's previously announced "Qualifying Transaction" with Canadian Platinum (see McGregor press release of February 22, 2011) and receipt of all required regulatory approvals.

Proceeds of the Offering will be used to further evaluate Canadian Platinum's Swan Lake PGE exploration project in north east Saskatchewan, to pay the costs associated with the Qualifying Transaction and for general corporate purposes.

Canadian Platinum Corp. is a Calgary, Alberta based corporation engaged in exploration for precious and other metals. McGregor Capital Corp. is a capital pool corporation with its common shares listed on the TSX Venture Exchange under the trading symbol "MCP.P".


Certain statements contained herein constitute forward-looking statements, including statements concerning the anticipated closing date of the Offering and use of proceeds. Such forward-looking statements are subject to both known and unknown risks and uncertainties which may cause the actual results, performances or achievements of the Corporation to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Closing could be delayed if the Corporation cannot obtain all of the necessary regulatory approvals within anticipated timelines and will not be completed unless certain conditions customary for transactions of this kind are satisfied. The forward-looking statements included in this press release are made as of the date of this release and except as required by law, the Corporation does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release may contain statements within the meaning of safe harbour provisions as defined under United States Securities Laws and Regulations. The above statements are based on the current expectations and beliefs of the management of the Corporation and Canadian Platinum and are subject to a number of risks and uncertainties that may cause the actual results to differ materially from those described above.

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

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