MTC MetalCorp Limited

Mr. Pierre Gagné, Mr. Chris Dougherty and Mr. Donald Sheldon announce that on September 18, 2020 Mr. Gagné acquired ownership of or control over an additional 6,048,350 common shares (each, a “Common Share”) in the capital of MetalCorp Limited (“MetalCorp” or the “Issuer”) (TSXV: MTC), Mr. Dougherty acquired ownership of or control over an additional 6,740,166 Common Shares and Mr. Sheldon acquired ownership of or control over an additional 7,585,835 Common Shares, respectively, at a price of $0.03 per Common Share through settlement of debts with the Issuer.

Prior to acquiring such Common Shares, (i) Mr. Gagné owned or controlled 16,610,382 Common Shares representing approximately 16.95% of the issued and outstanding Common Shares and 2,000,000 stock options that, if exercised, would have represented approximately 2.04% of the issued and outstanding Common Shares, (ii) Mr. Dougherty owned or controlled 7,842,830 Common Shares representing approximately 8.00% of the issued and outstanding Common Shares and 2,000,000 stock options that, if exercised, would have represented approximately 2.04% of the issued and outstanding Common Shares, and (iii) Mr. Sheldon owned or controlled 1,365,707 Common Shares representing approximately 1.39% of the issued and outstanding Common Shares and 2,000,000 stock options that, if exercised, would have represented approximately 2.04% of the issued and outstanding Common Shares, provided that, for the purposes of National Instrument 62-104, Mr. Sheldon is deemed to beneficially own 3,809,610 Common Shares which Mr. Sheldon or entities which he controls lent to the Issuer in 2019 and 2013 and, accordingly, for the purposes of National Instrument 62-104, Mr. Sheldon is considered to have had ownership, control and beneficial ownership of 5,175,317 Common Shares representing approximately 5.28% of the issued and outstanding Common Shares and 2,000,000 stock options that, if exercised, would have represented approximately 2.04% of the issued and outstanding Common Shares (calculated on a diluted basis).

As a result of the above-noted acquisition, (i) Mr. Gagné now owns or controls 22,658,732 Common Shares representing approximately 18.96% of the issued and outstanding Common Shares and 2,000,000 stock options that, if exercised, would represent approximately 1.57% of the issued and outstanding Common Shares (calculated on a diluted basis), (ii) Mr. Dougherty now owns or controls 14,582,996 Common Shares representing approximately 12.20% of the issued and outstanding Common Shares and 2,000,000 stock options that, if exercised, would represent approximately 1.57% of the issued and outstanding Common Shares (calculated on a diluted basis) and (iii) Mr. Sheldon now owns or controls 8,951,542 Common Shares representing approximately 7.49% of the issued and outstanding Common Shares and 2,000,000 stock options that, if exercised, would represent approximately 1.57% of the issued and outstanding Common Shares (calculated on a diluted basis) provided that, for the purposes of National Instrument 62-104, Mr. Sheldon is now considered to have ownership, control and beneficial ownership of 12,761,152 Common Shares representing approximately 10.68% of the issued and outstanding Common Shares and 2,000,000 stock options that, if exercised, would represent approximately 1.57% of the issued and outstanding Common Shares (calculated on a diluted basis).

Mr. Gagné Mr. Dougherty and Mr. Sheldon have no present intention of acquiring additional securities of MetalCorp (other than with respect to the proposed acquisition of 729,500 Common Shares by Pierre Gagné Contracting Ltd. conditional on approval by disinterested shareholders of the Issuer which is being sought at a shareholders meeting currently scheduled to be held on December 8, 2020). Depending upon their evaluation of the business, prospects and financial condition of the Issuer, the market for the Issuer’s securities, general economic and tax conditions and other factors, any of them or entities controlled by them may acquire more or sell some or all of their MetalCorp securities.

The shares-for-debt transactions were entered into for the purpose of assisting MetalCorp in reducing its debts and liabilities at a time when it did not have the cash or other resources to pay such debts and liabilities and thereby assist MetalCorp in reducing its working capital deficiency and enabling it to use its limited cash and other financial resources for ongoing operations and other obligations.

MetalCorp relied on the prospectus exemption provided in the National Instrument 45-106, section 2.14 – Securities for Debt in respect of its issuance of the Common Shares.

For more information and to obtain a copy of the early warning reports required by securities legislation and filed on SEDAR under MetalCorp’s company profile at www.sedar.com, please contact:

Pierre Gagné, director of MetalCorp Limited Telephone: (807) 626-3621 Chris Dougherty, director of MetalCorp Limited Telephone: (807) 683-1730 Donald Sheldon, Chief Executive Officer and a director of MetalCorp Limited Telephone: (416) 777-4017 c/o MetalCorp Limited 490 Maureen Street Thunder Bay, Ontario P7B 6T2