Mr. Donald Sheldon reports
METALCORP SIGNS AGREEMENT TO SELL PICKLE LAKE CLAIMS TO PC GOLD
Metalcorp Ltd. has entered into an agreement with PC Gold Inc. for Metalcorp to sell to PC Gold 28 mining claims totalling
5,600 hectares located adjacent to PC Gold's Pickle Crow gold project in the Patricia mining
division, Ontario.
Pursuant to the agreement, and subject to the prior approval of the TSX Venture Exchange, as
consideration for the claims PC Gold has agreed to issue six million common shares to Metalcorp
and to pay Metalcorp $65,000 in cash, payable $25,000 on the first anniversary from closing,
$25,000 on the second anniversary from closing and $15,000 on the third anniversary from
closing.
PC Gold has also agreed to pay Metalcorp the amount of $1-million upon the commencement
of any commercial production from the claims, with commercial production being deemed to
have occurred upon the first day on which aggregate production from the claims is equal to or
greater than 2,000 troy ounces of gold. Such additional consideration may be
paid in cash or, at the option of PC Gold, in common shares of PC Gold, valued by reference to
the market price of the common shares of PC Gold prevailing on the date on which PC Gold
becomes obligated to pay such additional consideration.
Certain of the claims will be subject to a 2-per-cent net smelter royalty in favour of Metalcorp, one-half
of which may be purchased by PC Gold at any time for $2-million. The balance of the claims will
be subject to a 1-per-cent net smelter royalty in favour of Metalcorp, one-half of which may be purchased
by PC Gold at any time for $1-million. The net smelter royalty purchase consideration may be
paid in cash or, at the option of PC Gold, in common shares of PC Gold, valued by reference to
the market price of the common shares of PC Gold prevailing on the date on which PC Gold
becomes obligated to pay such consideration. The claims subject to the 1-per-cent net smelter royalty
are also subject to an existing 2-per-cent net smelter royalty in favour of certain third parties.
The transaction is anticipated to be completed by the end of September. All common shares
issued by PC Gold in connection with the transaction will be subject to a four-month hold period
from the date of issuance under applicable securities laws.
The transaction is subject to the approval of the TSX Venture Exchange.
We seek Safe Harbor.
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