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DON

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Share Name Share Symbol Market Type
TSXV:DON TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Donner Metals Announces Closing of C$2,807,010 Placement

18/07/2013 11:00am

Marketwired Canada


David Patterson, Chairman of Donner Metals Ltd. ("Donner" or the "Company") (TSX
VENTURE:DON)(FRANKFURT:D4M) is pleased to announce that the Company has
completed a portion of its previously-announced brokered private placement for
gross proceeds of C$2,787,010 to the Company (the "Offering"). The Offering was
completed on a best-effort agency basis through Secutor Capital Management Corp.
and Marquest Capital Markets (collectively, "the Agents").


Pursuant to the Offering, the Company issued a total of 35,100,000 units (the
"Units") at a price of C$0.05 per Unit, for gross proceeds of $1,755,000 to the
Company, and 17,200,166 "flow-through" units ("FT Units") at a price of C$0.06
per FT Unit, for gross proceeds of $1,032,009.96 to the Company. Each Unit
consists of one common share in the capital of the Company (a "Common Share")
and one common share purchase warrant (a "Warrant"). Each FT Unit consists of
one Common Share designated as a "flow-through share" for purposes of the Income
Tax Act (Canada) and one Warrant. Each Warrant entitles the holder thereof to
acquire one Common Share at a price of C$0.10 until July 17, 2018. Should the
closing price of the Company's Common Shares on the TSX Venture Exchange be
equal to, or above C$0.15, on 20 consecutive tradings days, the term of the
Warrants will be reduced to 30 days from the 20th day. 


Pursuant to the terms of an agency agreement among the Company and the Agents,
the Company elected to pay a portion of the commission to the Agents through the
issuance of an aggregate of 3,813,814 Units and also granted to the Agents an
aggregate of 4,707,015 compensation options. Each such option entitles the
Agents to acquire one Common Share at a price of C$0.05 until July 17, 2016. 


The Company further announces the participation of two significant subscribers
in the private placement: Sandstorm Metals & Energy (Canada) Ltd. ("Sandstorm")
and Marquest Capital Markets ("Marquest").


Sandstorm, whose subscription for 26,500,000 Units results in Sandstorm holding
40,360,330 Common Shares, or 12.94% of the currently outstanding Common Shares.
Sandstorm was also issued 26,500,000 Warrants as part of the Units, the full
exercise of which would result in Sandstorm holding 19.76% based on the
Company's currently outstanding Common Shares. Sandstorm does not have any
present intention to acquire additional ownership of, or control over,
additional securities of Donner. It is the intention of Sandstorm to evaluate
its investment in Donner on a continuing basis and such holdings may be
increased or decreased in the future. The address of Sandstorm for the purposes
of National Instrument 62-103 is 400 Burrard Street, Suite 1400, Vancouver,
British Columbia V6C 3A6. A copy of Sandstorm's Early Warning Report is
available on SEDAR at www.sedar.com.


Marquest, whose subscription for 8,000,000 Units and 8,333,333 FT Units together
with 3,051,051 Units issued as commission results in Marquest holding 19,384,384
Common Shares, or 6.22% of the currently outstanding Common Shares. Marquest was
also issued 19,384,384 Warrants as part of the Units and FT Units received and
issued 3,765,612 compensation options, the full exercise of which would result
in Marquest holding 12.70% based on the Company's currently outstanding Common
Shares. Marquest does not have any present intention to acquire additional
ownership of, or control over, additional securities of Donner. It is the
intention of Marquest to evaluate its investment in Donner on a continuing basis
and such holdings may be increased or decreased in the future. The address of
Marquest for the purposes of National Instrument 62-103 is 161 Bay Street, Suite
4420, Toronto, Ontario M5J 2S1. A copy of Marquest's Early Warning Report is
available on SEDAR at www.sedar.com.


In addition to the Offering, the Company has issued an additional 400,000 Units
on a non-brokered private placement basis for gross proceeds of C$20,000 to the
Company. 


The securities of the Company issued in connection with the Offering are subject
to a four-month hold period expiring November 18, 2013.


The net proceeds from the Units will be used by Donner to fund its share of the
capital and operating expenditures at the Bracemac-McLeod Mine. The gross
proceeds from the sale of the FT Units will be used by Donner to fund
exploration and development expenditures which qualify as 100% Canadian
Exploration Expense at its projects in Quebec. 


The securities of the Company will not be registered under the U.S. Securities
Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements. 


This press release does not constitute an offer of securities for sale in the
United States. The securities being offered have not been, nor will be,
registered under the United States Securities Act of 1933, as amended, and may
not be offered or sold within the United States absent U.S. registration or an
applicable exemption from U.S. registration requirements.


ON BEHALF OF THE BOARD OF 

DONNER METALS LTD

David Patterson, Chairman

Neither the TSX Venture Exchange nor it's regulation services provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this news release. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Donner Metals Ltd.
Andrea Magee
Director of Corporate Communications
604.683.0564
donner@bed-rock.com
www.donnermetals.com

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