MetalCorp Announces Repricing of its Previously Announced Non-Brokered Private Placement of Flow-Through Units and New Terms for
December 24 2010 - 2:44PM
Marketwired
MetalCorp Limited ("MetalCorp" or the "Company")(TSX VENTURE: MTC)
would like to announce the repricing of its previously announced
proposed non-brokered private placement. The private placement
consists of up to 6,000,000 flow-through units (each, a
"Flow-Through Unit") at a price of $0.14 per Flow-Through Unit
(instead of $0.155 per Flow-Through Unit as previously announced).
Each Flow-Through Unit will be comprised of one flow-through common
share (each a "Flow- Through Common Share") and one-half of one
transferable flow-through warrant (each whole warrant, a
"Flow-Through Warrant").
The private placement will also consist of up to 2,000,000 units
(each a "Unit"), each Unit being comprised of one (1) common share
(a "Common Share"), two (2) Flow-Through Common Shares and one and
one half (1.5) warrants (each whole warrant, a "Unit Warrant") at a
price of $0.40 per Unit.
Each whole Flow-Through Warrant and each whole Unit Warrant
(collectively, the "Warrants") will entitle the holder to purchase
one non-flow-through common share at any time for a period of two
years from the issuance thereof, at a price of $0.25 in the first
year and $0.30 during the second year.
MetalCorp will pay cash finders' fees of up to 6.5% of the
aggregate gross proceeds of the Flow-Through Units sold by finders
and finder's warrants (each a "Finder's Warrant") equal in number
to up to 6.5% of the number of Flow- Through Units sold by finders.
Each Finder's Warrant will entitle the holder to purchase one
finder's unit comprised of one Common Share and one-half of one
warrant (on the same terms as the Warrants) at $0.14 per finder's
unit (instead of $0.155 per finder's unit, as previously
announced). Each finder's unit is comprised of one non-flow-through
common share and one-half of one non- flow-through warrant
exercisable within two years from the applicable closing.
The gross proceeds to MetalCorp from the Flow-Through Units or
the flow- through component of the Units will be used to fund
exploration expenses which qualify as "Canadian Exploration
Expenses" (within the meaning of the Income Tax Act (Canada)) in
connection with MetalCorp's projects in Ontario. Proceeds from the
sale of the non-flow-through component of the Units will be used
for general corporate purposes.
All the securities issued pursuant to the Offering will be
subject to a four (4) month hold period. Completion of the private
placement is subject to receipt of all required regulatory and
other approvals, including acceptance by the TSX Venture
Exchange.
This press release shall not constitute an offer to sell or
solicitation of an offer to buy the securities in any jurisdiction.
The common shares and the Warrants comprising the Units and the
Flow-Through Units or issuable upon exercise of the Warrants and
Finder's Warrants 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 an applicable exemption from the
registration requirements.
MetalCorp has 62,699,471 common shares outstanding. To find out
more about MetalCorp visit its website at www.metalcorp.ca.
Except for statements of historical fact contained herein, the
information in this press release may constitute "forward-looking
information" within the meaning of Canadian securities law. Other
than statements of historical fact, all statements are
"Forward-Looking Statements", including the size and pricing of the
Offering, that involve various known and unknown risks and
uncertainties and other factors, such as market conditions. There
can be no assurance that such statements will prove accurate.
Results and future events could differ materially from those
anticipated in such statements. Readers of this press release are
cautioned not to place undue reliance on these "Forward-Looking
Statements". Except as otherwise required by applicable securities
statutes or regulation, MetalCorp expressly disclaims any intent or
obligation to update publicly forward-looking information, whether
as a result of new information, future events or otherwise.
Neither IIROC nor the TSX Venture Exchange accepts
responsibility for the adequacy or accuracy of this release. This
press release is not for distribution to United States newswire
services nor for dissemination in the United States.
Contacts: MetalCorp Limited Chris Dougherty P.Eng., President
(807) 683-1731 mailto:info@metalcorp.ca www.metalcorp.ca
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