Sinchao Metals Corp.
TSX VENTURE : SMZ

Sinchao Metals Corp.

December 18, 2006 13:45 ET

Sinchao Metals Corp. and Dolce Enterprises Inc. Announce Completion of Amalgamation

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Dec. 18, 2006) - Sinchao Metals Corp. ("Amalco") (TSX VENTURE:SMZ) is pleased to announce that effective December 15, 2006, Dolce Enterprises Inc. ("Dolce") completed its acquisition of Sinchao Metals Corp. ("Sinchao") by way of amalgamation (the "Amalgamation"), constituting Dolce's Qualifying Transaction under the CPC policies of the TSX Venture Exchange, as more fully disclosed in the news release of Dolce dated July 17, 2006 and the joint information circular of Dolce and Sinchao dated November 3, 2006. The Amalgamation resulted in the share capital of Dolce and Sinchao being converted into common shares (the "Amalco Shares") of Amalco on the basis of one Amalco Share for every six issued and outstanding common shares of Dolce, and one Amalco Share for each issued and outstanding common share of Sinchao. The Amalgamation was approved by each of the shareholders of Dolce and Sinchao on December 15, 2006.

Immediately preceding the Amalgamation, each of Dolce and Sinchao received shareholder approval to continue business in the province of British Columbia from the province of Alberta. The Amalgamation was then effected under the Business Corporations Act (British Columbia).

Amalco will carry on the business of Sinchao, and the properties, liabilities and obligations of Sinchao, including the Sinchao polymetallic mining property located in Northern Peru (the "Sinchao Property") and Dolce are now the properties, liabilities and obligations of Amalco. The Sinchao Property was recently sold to Sinchao by Andean American Mining Corp. (TSX VENTURE:AAG), Sinchao's principal shareholder (74%). Andean American received 36,000,000 shares and 3,000,000 warrants of Sinchao as consideration for the Sinchao Property. The Sinchao Property is the subject of an NI 43-101 report filed on SEDAR.

The share capital of Amalco on closing consists of (i) 48,639,120 common shares, of which 36,325,000 are subject to escrow restrictions and will be released in tranches over a six-year period, and (ii) 8,726,000 share purchase warrants with exercise prices ranging from $0.15 to $0.60.

The board of directors of Amalco are John Huguet, Bryan Morris, Ernesto Maurer, Abdel Badwi and Arni Johannson. The officers of Amalco are Andrew W. Gourlay as President, John Huguet as Chairman, Bryan Morris as Chief Financial Officer, and Nick DeMare as Corporate Secretary.

Amalco will commence trading on the TSX Venture Exchange shortly under the name, Sinchao Metals Corp. and under the trading symbol, SMZ.

On behalf of the Board of Directors of Sinchao Metals Corp.

Andrew W. Gourlay, President

About Sinchao Metals Corp.:

Sinchao Metals Corp. is focused on the exploration and development of the Sinchao property, located in Cajamarca province in Northern Peru, 30 kilometres from Yanacocha, the largest gold mine in South America. The company is dedicated to creating value for its shareholders by pursuing growth, expansion and enhancement of the Sinchao property.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this news release.

Contact Information

  • Sinchao Metals Corp.
    Andrew W. Gourlay
    President
    (604) 681-6186 or Toll Free: 1-888-356-4784
    (604) 681-3652 (FAX)
    Website: www.sinchaometals.com