MetalCORP Limited
TSX VENTURE : MTC

MetalCORP Limited

June 26, 2008 08:55 ET

MetalCORP Shareholders Overwhelmingly Support Spin-Off of Ontario Gold Properties Into New Public Company; MetalCORP Will Concentrate on Developing Core Projects

THUNDER BAY, ONTARIO--(Marketwire - June 26, 2008) - MetalCORP Limited (TSX VENTURE:MTC) is pleased to announce that during the Annual General Meeting, held in Thunder Bay on June 19, MetalCORP shareholders voted more than 99% in favour of the spin-off of several gold properties into a wholly-owned subsidiary ("Newco") and the distribution of Newco shares to MetalCORP shareholders.

MetalCORP proposes to distribute to each MetalCORP shareholder one (1) Newco common share and half (1/2) of a Newco warrant for each four (4) MetalCORP shares held as of the record date for the distribution. Each whole Newco warrant will entitle the holder to purchase one additional Newco common share for $0.25.

Management believes that turning these properties over into a new company will optimize the value of these gold assets for MetalCORP shareholders. MetalCORP's intention is to put in place a solid technical team capable of developing these gold properties to their full potential. Several individuals and teams to lead Newco are being considered and MetalCORP believes that others will come forward based on the asset quality and close proximity to various Ontario gold-camps.

The proposal is subject to a number of conditions, including approval of the TSX Venture Exchange (the "TSXV") for listing Newco's shares on the TSXV, the filing and acceptance by securities regulatory authorities for a prospectus for the distribution of Newco common shares and warrants (or, alternatively, the approval of a plan of arrangement by MetalCORP shareholders and the Ontario Superior Court of Justice), and completion of adequate financing for Newco to meet TSXV listing requirements (which is anticipated to be completed through the exercise of Newco warrants). Newco is expected to be trading before year end.

MetalCORP plans to concentrate on its core assets such as the Playter Molybdenum-Rhenium project, BL14 Copper-Zinc project, GUP Diamond project, North Rock Copper-Platinum project, Fearless and Python properties. MetalCORP's high quality gold properties called Dorset, Pickle Lake (Tarp, Metcalfe, Connell), Black Bear and Keezhik Lake will be vended into Newco.

MetalCORP has 44,216,636 common shares outstanding and approximately $3,000,000 in cash and no debt. To find out more about MetalCORP Limited (TSX VENTURE:MTC), visit our website at www.metalcorp.ca. The statements used in this Press Release may contain forward-looking statements that may involve a number of risks and uncertainties. Actual events or results could differ materially from the Company's forward-looking statements and expectations.

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

Contact Information

  • MetalCORP Limited
    Mr. Aubrey Eveleigh, P.Geo
    COO & VP Exploration
    (807) 346-2760
    Website: www.metalcorp.ca