Metco Resources inc.

Metco Resources inc.

March 03, 2008 14:58 ET

Metco's Acquisition by Breakwater is Approved by Both Boards of Directors

MONTREAL, QUEBEC--(Marketwire - March 3, 2008) - Metco Resources Inc. (TSX VENTURE:MKO) ("Metco") is pleased to announce that the friendly acquisition of Metco by Breakwater Resources Ltd. ("Breakwater") has been approved by Metco's Board of Directors on Wednesday February 27th, 2008 and by Breakwater's Board of Directors on February 28th, 2008. The transaction consists of the acquisition of 100% of Metco for 7,000,000 common shares of Breakwater. The acquisition is subject to normal closing conditions including the approval of the Superior Court of Quebec and Metco shareholders at a special meeting to be held on March 28th, 2008.

At the meeting, shareholders of Metco will be asked to approve a proposed business combination by way of a plan of arrangement (the "Arrangement") with a scheduled effective date of April 1, 2008 (the "Effective Date") whereby all outstanding common shares of Metco will be exchanged for common shares of Breakwater on the basis of one Breakwater common share for each 18.3 Metco Shares, representing 7,000,000 Breakwaters Shares on a fully-diluted basis. The balance of the 7,000,000 Breakwater Shares not issued on the Effective Date will effectively be held in reserve pending exercise of outstanding Metco options and Metco warrants by the holders thereof following the Effective Date. Following the Effective Date and in any event not later than December 31, 2008, the reserved Breakwater common shares will be allocated on a pro-rated basis among Metco shareholders at the Effective Date and holders of Metco options and Metco warrants who exercise such securities following the Effective Date.

This transaction allows Metco's shareholders to participate in the potential offered by Breakwater common shares while enabling Breakwater to consolidate its land position in the Lebel-sur-Quevillon Camp, gain entry into a large and prospective land package in the Matagami Camp and also to secure additional long-term feed to its Langlois concentrator.

Metco wishes also to announce that following its last Annual Meeting held on February 8th, 2008, the Directors were re-elected and the same officers were re-appointed for the coming year.

Metco's corporate strategy is to search for, acquire, explore and develop mining properties with strong base metal potential throughout Canada. Its properties are located in the well-known Matagami, Lebel-sur-Quevillon, Rouyn-Noranda, Chibougamau and Gaspe mining camps. Two of its projects, Caber (100% Metco) and Orphee (50% Metco, 50% Breakwater), are presently at the pre-feasibility stage.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. Florent Gauthier, P.Eng., is the qualified person who has reviewed the content of this news release. For further information, please consult the Company's website at

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