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NEI Netco Silver

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Share Name Share Symbol Market Type
Netco Silver TSXV:NEI 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 -

Netco and Marifil Enter into Purchase Agreement for 100% of Toruel Silver Property

24/09/2012 3:00pm

Marketwired Canada


NETCO SILVER INC. (TSX VENTURE:NEI) ("Netco") and MARIFIL MINES LTD. (TSX
VENTURE:MFM) ("Marifil") are pleased to announce that they have entered into an
assignment and purchase agreement dated September 19, 2012 (the "Purchase
Agreement") whereby Netco has agreed to purchase all of Marifil's 100% interest
in the Toruel copper-silver project (the "Toruel Property"), located in the Rio
Negro Province of Argentina, and all exploration data related thereto (the
"Transaction"). Netco and Marifil believe that the Transaction is in the best
interests of their respective shareholders as owning a 100% interest in the
Toruel Property will facilitate Netco's ability to finance work programs at the
Toruel Property and the ownership interest that Marifil will acquire in Netco,
as described below, will enable Marifil's shareholders to benefit from the
exploration and development of the Toruel Property by Netco. 


Netco and Marifil are currently parties to an option agreement dated March 3,
2011, as amended (the "Option Agreement"), pursuant to which Marifil granted
Netco an option to acquire up to a 70% interest in the Toruel Property. Under
the terms of the Purchase Agreement, Marifil will assign and sell to Netco all
of its interest in the Toruel Property in consideration for:




a.  Netco issuing Marifil an aggregate of 3,500,000 share purchase warrants
    (each, a "Warrant"), with each Warrant entitling Marifil to acquire one
    common share of Netco (each, a "Share") at a price of $0.10 per Share
    until the date that is twelve (12) months from the closing of the
    Transaction (the "Closing") and at a price of $0.15 per Share from the
    date that is twelve (12) months from the Closing until the date that is
    twenty-four months from the Closing; 
    
b.  Netco issuing to Marifil such number of Shares as will cause Marifil to
    hold an aggregate of 19.9% of the issued and outstanding Shares at
    Closing; and 
    
c.  the grant of a 3% net smelter returns royalty to Marifil. 



Netco has also agreed to assume Marifil's existing property payment obligations
to the underlying owners of the Toruel Property upon Closing. 


The Transaction is expected to close on or about November 30, 2012. The Closing
of the Transaction is subject to a number of conditions, including:




a.  the approval of the TSX Venture Exchange and of the underlying owners of
    the Toruel Property, if applicable; 
    
b.  Netco having funds in the minimum amount of $825,000 (the "Closing
    Funds"), of which $375,000 shall be used to complete the purchase of
    claims from an underlying owner of the Toruel Property and $450,000
    shall be used for a drill program on the Toruel Property; 
    
c.  satisfactory completion of all transactions contemplated in the Purchase
    Agreement; and 
    
d.  Marifil and Netco having executed a termination and release confirming
    the termination of the Option Agreement. 



In the event that Netco is unable to provide evidence to Marifil of holding the
Closing Funds at the time of the Closing, the Purchase Agreement and the Option
Agreement shall be terminated. 


About the Toruel Property 

The Toruel Property covers 5,736 hectares and is located about 25 kilometers
southeast of the village of Los Menucos, Rio Negro Province, Argentina. Netco
has completed prospecting and surface sampling on the Toruel Property and has
reported assays from 162 surface samples. These rock samples returned assays
from 0.0 to 0.714 g/t gold (sample 10041) and channel samples from 0.0 to 0.379
g/t gold, 56.8 g/t silver and over 1% lead over 0.95 meters (sample 10066).
Equally important, their work has revealed new vein structures outside of the
known Toruel Vein, where past drilling had intersected 6.7 meters of 1,998 g/t
silver and 5.34% copper. All laboratory work with respect to the samples was
completed by Acme Labs, Santiago, Chile, an ISO 17025 accredited analytical
laboratory. Sample preparation used procedure D60, R200-500, with digestion and
analysis using method IEX, and precious metal determination by method G6-50.


Technical information in this news release has been reviewed and approved by
Andrew Gourlay, P. Geo., President of Netco and a Qualified Person as defined in
National Instrument 43-101. This news release has also been reviewed and
approved by John Hite, President of Marifil Mines Ltd. and by Richard Walters,
Vice President of Marifil Mines Ltd., under whose direction the exploration
program is being carried out. Mr. Hite and Mr. Walters are Qualified Persons as
defined by National Instrument 43-101. 


For more information, see Netco's technical report on the Toruel Property
entitled, "Toruel Project, Rio Negro Province - Argentina", dated effective
November 21, 2011 and authored by James F. Ebisch, MSc., which is available
under Netco's profile on SEDAR at www.sedar.com.


ON BEHALF OF THE BOARD OF DIRECTORS OF:



NETCO SILVER INC.               MARIFIL MINES LTD.   
                                                     
Colin Bowkett, Director         John Hite, President 



Disclaimer for Forward-Looking Information

Certain statements in this release are forward-looking statements, which reflect
the expectations of management regarding the Transaction. Forward-looking
statements consist of statements that are not purely historical, including any
statements regarding beliefs, plans, expectations or intentions regarding the
future, and include discussion of what Netco and Marifil must do to complete the
Transaction. Such statements are subject to risks and uncertainties that may
cause actual results, performance or developments to differ materially from
those contained in the statements. No assurance can be given that any of the
events anticipated by the forward-looking statements will occur or, if they do
occur, what benefits Netco and Marifil will obtain from them. These
forward-looking statements reflect managements' current views and are based on
certain expectations, estimates and assumptions which may prove to be incorrect.
A number of risks and uncertainties could cause actual results to differ
materially from those expressed or implied by the forward-looking statements,
including: (1) the occurrence of any events that prevent Netco or Marifil to
perform the acts necessary to complete the Transaction, (2) Netco's inability to
obtain the Closing Funds (3) current economic conditions and the state of
mineral exploration and mineral prices in general, and (4) other factors beyond
the control of Netco and Marifil. These forward-looking statements are made as
of the date of this news release and Marifil and Netco assume no obligation to
update these forward-looking statements, or to update the reasons why actual
results differed from those projected in the forward-looking statements, except
in accordance with applicable securities laws. Additional information about
Netco and Marifil, and these and other assumptions, risks and uncertainties, are
available in their public filings with Canadian securities regulators, available
under their respective profiles on SEDAR at www.sedar.com.


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