MetalCORP Limited
TSX VENTURE : MTC

MetalCORP Limited

November 06, 2006 08:10 ET

MetalCORP Limited Announces $13 Million Bought-Deal Private Placement

THUNDER BAY, ONTARIO--(CCNMatthews - Nov. 6, 2006) -

This press release is not for distribution to United States newswire services nor for dissemination in the United States.

MetalCORP Limited (TSX VENTURE:MTC) ("MetalCORP") is pleased to announce that it has entered into an agreement with Research Capital Corporation ("Research Capital") and including Dundee Securities Corporation (the "Underwriters") for a $13,000,000 bought-deal private placement financing. The private placement will consist of $8,000,000 of units at a price of $1.65 per unit and $5,000,000 of flow-through common shares at a price of $2.00 per flow-through share. Each unit will be comprised of one common share and one-half of a share purchase warrant. Each whole share purchase warrant will entitle the holder to purchase one common share for a period of 18 months at a price of $2.10 per share. The Underwriters will have an option to increase the financing by up to an additional $2,000,000 of units and, with MetalCORP's consent, up to an additional $500,000 of flow-through shares, prior to closing.

The private placement is being led on a bought-deal basis by Research Capital Corporation. The Underwriters will receive 6.0% of the aggregate gross proceeds from the financing and broker's warrants entitling the Underwriters to purchase such number of common shares as is equal to 6.0% of the aggregate number of units and flow-through shares sold under the offering. Each broker's warrant will be exercisable to purchase one common share at any time up to 18 months following the closing date at an exercise price equal to the issue price of the units. The closing date is expected to be on or about November 21, 2006.

Completion of the private placement is subject to receipt of all required regulatory and other approvals, including acceptance by the TSX Venture Exchange.

The net proceeds to MetalCORP from the sale of the units will be used for working capital purposes, while the gross proceeds from the sale of flow-through common shares will be used to further advance MetalCORP's exploration properties.

This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The flow-through common shares, the common shares and the warrants underlying the units 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 registration or applicable exemption from the registration requirements.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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