MTC MetalCorp Limited

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
NOR FOR DISSEMINATION IN THE UNITED STATES.


MetalCorp Limited ("MetalCorp") (TSX VENTURE:MTC) is pleased to announce a
proposed non-brokered private placement of up to 15,000,000 units (each, a
"Unit") at a price of $0.05 per Unit and up to 20,000,000 flow-through shares
(each, a "Flow-Through Share") at a price of $0.05 per Flow-Through Share, or
such other combination of Units and Flow-Through Shares as MetalCorp may
determine, for aggregate gross proceeds of up to $1,750,000 (the "Offering").
Each Unit will consist of one common share and one half warrant (each, a
"Warrant"). Each whole Warrant will entitle the holder to purchase one common
share at any time for a period of two years following closing, at a price of
$0.10 in the first year and $0.15 during the second year. Each Flow-Through
Share will be a common share issued on a "flow-through" basis in accordance with
the Income Tax Act (Canada).


MetalCorp may pay finder's fees to eligible persons of up to 6.5% of the
aggregate gross proceeds of the Offering in cash and finder's warrants of up to
6.5% of the number of Units and Flow-Through Shares sold. Each finder's warrant
will entitle the finder to purchase one Unit at a price of $0.05 for a period of
two years following closing.


Proceeds from the sale of Flow-Through Shares will be used to fund MetalCorp's
mineral exploration expenses which qualify as "Canadian Exploration Expenses"
(within the meaning of the Income Tax Act (Canada)) on MetalCorp's projects in
Ontario, including its Solomon Pillars and Hemlo East projects. Net proceeds
from the sale of Units will be used for MetalCorp's general working capital
purposes.


All the securities issued pursuant to this private placement 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. Purchasers must be 'accredited investors' within the
meaning of NI 45-106 or otherwise entitled to rely on prospectus exemptions
under applicable securities laws.


This press release shall not constitute an offer to sell or solicitation of an
offer to buy the securities in any jurisdiction. The securities described herein
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 is a mineral exploration company based in Thunder Bay, Ontario, with
gold and base metal projects in the Canadian Shield of Northern Ontario, Canada,
one of the most prolific mineral districts in the world. 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 risk 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.

MetalCorp (TSXV:MTC)
Historical Stock Chart
From Apr 2024 to May 2024

MetalCorp (TSXV:MTC)
Historical Stock Chart
From May 2023 to May 2024