Entourage Metals Ltd.

Entourage Metals Ltd.

February 10, 2011 09:00 ET

Retransmission: Entourage Metals Ltd. Announces Closing of Its Fully Subscribed Initial Public Offering

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 10, 2011) - Entourage Metals Ltd. (the "Company") is pleased to announce that it has completed its initial public offering (the "Offering") through its agent, Canaccord Genuity Corp. ("Canaccord Genuity"), of 11,500,000 common shares at a price of $0.50 per common share for aggregate gross proceeds of $5,750,000. The Company's common shares are expected to begin trading on the TSX Venture Exchange (the "Exchange") on February 11, 2011 under the symbol "EMT", subject to final Exchange approval.

As consideration for its role as the agent on the Offering, Canaccord Genuity received the following: (i) a cash commission of 7% of the aggregate gross proceeds of the Offering; (ii) 150,000 common shares; (iii) broker warrants to purchase up to 920,000 common shares of the Company exercisable for a period of 36 months from the closing date of the Offering at an exercise price of $0.50 per common share; and (iv) corporate finance warrants to purchase up to 200,000 common shares of the Company exercisable for a period of 24 months from the closing date of the Offering at an exercise price of $0.50 per common share. 120,000 of the above described common shares are subject to a four month hold period expiring on June 10, 2011.

Following completion of the Offering, the Company now has 20,600,001 common shares issued and outstanding, of which: (i) 6,325,001 common shares are subject to escrow pursuant to an escrow agreement among the Company, Computershare Investor Services Inc. and certain security holders of the Company, of which 10% will be released from escrow on listing of the common shares on the Exchange and an additional 15% will be released every six months thereafter over the next 36 months. In addition, 2,625,000 common shares that were issued prior to the Offering are subject to the following hold periods imposed by the Exchange: (i) 325,000 common shares are subject to a two year hold following the date of filing of the Final Prospectus on December 29, 2010, of which 20% will be released every six months with the first release on the date of filing of the Final Prospectus; (ii) 600,000 common shares are subject to a one year hold, of which 20% will be released every three months with the first release on the date of filing of the Final Prospectus; and (iii) 1,700,000 common shares are subject to a four month hold, of which 20% will be released on the first, second, third and fourth months following the date of filing of the Final Prospectus.

The net proceeds from the sale of the common shares are intended to be used to pay the costs of the Offering, the costs to conduct phase I and phase II exploration programs on the Company's Hemlo Belt Properties in Ontario, administrative costs and for general working capital purposes.

The Company has also granted 1,930,000 stock options to certain directors, officers, employees and consultants of the Company. These stock options expire on February 9th, 2021 at an exercise price of $0.50 per share with generally one-quarter of the stock options vesting every three months beginning on May 9th, 2011. 

For further information, please review the Company's Final Prospectus filed on www.sedar.com or visit entouragemetals.com. 

This news release includes certain forward-looking statements or information. All statements other than statements of historical fact included in this release, including, without limitation, statements relating to the expected listing of shares, Exchange approvals, the use of proceeds, exploration programs and other future plans, objectives or expectations of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's plans or expectations include the Company's ability to obtain Exchange approval and to complete its exploration programs on schedule and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.

Neither the TSX Venture Exchange nor its Regulation Services Provider (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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