MetalCorp Limited

MetalCorp Limited

November 18, 2011 17:15 ET

MetalCorp Announces Proposed Non-Brokered Private Placement of Units and Flow-Through Shares

THUNDER BAY, ONTARIO--(Marketwire - Nov. 18, 2011) -


MetalCorp Limited ("MetalCorp") (TSX VENTURE:MTC) is pleased to announce a proposed non-brokered private placement of up to 15,000,000 units (each, a "Unit") at a price of $0.05 per Unit and up to 20,000,000 flow-through shares (each, a "Flow-Through Share") at a price of $0.05 per Flow-Through Share, or such other combination of Units and Flow-Through Shares as MetalCorp may determine, for aggregate gross proceeds of up to $1,750,000 (the "Offering"). Each Unit will consist of one common share and one half warrant (each, a "Warrant"). Each whole Warrant will entitle the holder to purchase one common share at any time for a period of two years following closing, at a price of $0.10 in the first year and $0.15 during the second year. Each Flow-Through Share will be a common share issued on a "flow-through" basis in accordance with the Income Tax Act (Canada).

MetalCorp may pay finder's fees to eligible persons of up to 6.5% of the aggregate gross proceeds of the Offering in cash and finder's warrants of up to 6.5% of the number of Units and Flow-Through Shares sold. Each finder's warrant will entitle the finder to purchase one Unit at a price of $0.05 for a period of two years following closing.

Proceeds from the sale of Flow-Through Shares will be used to fund MetalCorp's mineral exploration expenses which qualify as "Canadian Exploration Expenses" (within the meaning of the Income Tax Act (Canada)) on MetalCorp's projects in Ontario, including its Solomon Pillars and Hemlo East projects. Net proceeds from the sale of Units will be used for MetalCorp's general working capital purposes.

All the securities issued pursuant to this private placement will be subject to a four (4) month hold period. Completion of the private placement is subject to receipt of all required regulatory and other approvals, including acceptance by the TSX Venture Exchange. Purchasers must be 'accredited investors' within the meaning of NI 45-106 or otherwise entitled to rely on prospectus exemptions under applicable securities laws.

This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The securities described herein will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent an applicable exemption from the registration requirements.

MetalCorp is a mineral exploration company based in Thunder Bay, Ontario, with gold and base metal projects in the Canadian Shield of Northern Ontario, Canada, one of the most prolific mineral districts in the world. To find out more about MetalCorp visit its website at

Except for statements of historical fact contained herein, the information in this press release may constitute "forward-looking information" within the meaning of Canadian securities law. Other than statements of historical fact, all statements are "Forward-Looking Statements", including the size and pricing of the Offering, that involve various known and unknown risk and uncertainties and other factors, such as market conditions. There can be no assurance that such statements will prove accurate. Results and future events could differ materially from those anticipated in such statements. Readers of this press release are cautioned not to place undue reliance on these "Forward-Looking Statements". Except as otherwise required by applicable securities statutes or regulation, MetalCorp expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.

Neither IIROC nor the TSX Venture Exchange accepts responsibility for the adequacy or accuracy of this release.

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