MetalCORP
To Spin-Off Ontario Gold Properties into New Public
Company
TORONTO—
March 3, 2008 -- MetalCORP Limited (MTC: TSXV) is pleased to announce that following a strategic review of its numerous base
metal and gold properties, the Board has approved the spin-off of
several gold properties to a wholly-owned subsidiary (“Newco”) and
the distribution of Newco shares to MetalCORP
shareholders.
“To
date, we believe the market has not given MetalCORP credit for the
value of these high quality gold properties,” commented D. Alexander
Sheldon, President. “We believe that turning these properties over
into a new company will optimize the value of these gold assets for
MetalCORP shareholders. Our intention now is to put in place a solid
technical team to develop these gold properties to their full
potential. We are reviewing several individuals and teams to lead
this new company and believe that others will come forward based on
the asset quality and close proximity to various Ontario
gold-camps."
MetalCORP
proposes to distribute to each MetalCORP shareholder one (1) Newco
common share and one-half (1/2) of a Newco warrant for each four (4)
MetalCORP shares held as of the record date for the
distribution. Each whole Newco warrant will entitle the holder
to purchase one additional Newco common share for
$0.25.
The
proposal is subject to a number of conditions, including approval of
the TSX Venture Exchange (the “TSXV”) for listing Newco’s shares on
the TSXV, the filing and acceptance by securities regulatory authorities for a prospectus for the distribution of Newco common
share and warrants (or, alternatively, the approval of a plan of
arrangement by MetalCORP shareholders and the Ontario Superior Court
of Justice), and completion of adequate financing for Newco to meet
TSXV listing requirements (which is anticipated to be completed
through the exercise of Newco warrants).
MetalCORP
is a mineral exploration company based in Thunder Bay, Ontario with
base metal and gold projects in the Canadian Shield of Northern
Ontario, Canada, one of the most prolific mineral districts in the
world. The projects, with an area of more than 65,000 acres,
include the Big Lake copper-zinc-silver-gold property, the
North Rock copper-nickel-platinum property, the new
Python nickel-copper-zinc property and the new
Fearless zinc-copper-gold property, all of which are under
active exploration. MetalCORP’s four gold projects, with a
claim area of more than 20,000 acres, include the Dorset,
Pickle Lake, Black Bear and Keezhik Lake
properties. By identifying early stage properties that may be
enhanced by exploration, MetalCORP’s experienced management team has
assembled a great portfolio of projects.
MetalCORP
has 44,271,636
common shares outstanding and approximately $7,000,000 in cash and
no debt. For further information contact: Mr. Aubrey Eveleigh,
P.Geo, COO & VP Exploration, Tel (807) 346-2760. To find out
more about MetalCORP Limited (TSX-V: MTC), visit our website at www.metalcorp.ca. The
statements used in this Press Release may contain forward-looking
statements that may involve a number of risks and
uncertainties. Actual events or results could differ
materially from the Company's forward-looking statements and expectations. The TSX Venture Exchange does not accept
responsibility for the adequacy or accuracy of this
release.
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