Goldmember Minerals Inc. Announces Closing of Qualifying Transaction



    VANCOUVER, Dec. 31 /CNW/ - Goldmember Minerals Inc. (formerly Holcot
Capital Corp.) (the "Corporation") is pleased to announce that on December 21,
2007 it completed its previously announced qualifying transaction (the
"Qualifying Transaction") with Goldmember Ventures Corp. ("GVC"). Among the
conditions imposed by the TSX Venture Exchange (the "Exchange") for completion
of the Qualifying Transaction was a requirement that the Corporation complete
a concurrent Financing.
    The Corporation completed its concurrent financing (the "Financing") with
the Qualifying Transaction, raising gross proceeds of approximately $2,545,000
through the sale of 1,100,000 units of the Corporation (the "Units") at a
price of $0.50 per Unit (each Unit consisting of one common share and one-half
of one common share purchase warrant) and 3,333,333 flow-through units (the
"Flow-Through Units") at a price of $0.60 per Flow-Through Unit (each
Flow-Through Unit consisting of one "flow-through" common share and one-half
of one common share purchase warrant). The Units and the Flow-Through Units
are subject to a hold period under applicable securities laws for a period of
four months from closing of the Financing, expiring April 22, 2008. Becher
McMahon Capital Markets Inc. acted as Agent in connection with the financing.
    Under the Qualifying Transaction, the Corporation undertook a
three-cornered amalgamation with GVC and a wholly-owned subsidiary of the
Corporation, whereby GVC and the subsidiary amalgamated to form "Goldmember
Ventures Crop." which is a wholly-owned subsidiary of the Corporation. Under
the amalgamation, each issued and outstanding common share and warrant of GVC
was exchanged for one (1) common share and warrant, respectively, of the
Corporation. In addition, the Corporation changed its name from "Holcot
Capital Corp." to "Goldmember Minerals Inc."
    As a result of the Financing and the Qualifying Transaction, the
Corporation now has an aggregate of 27,213,454 issued and outstanding common
shares. Subject to the Exchange's final approval of the Qualifying Transaction
and the Financing, the Corporation's common shares will resume trading on the
Exchange, which is expected to occur on or about January 4, 2007.
    In connection with the Financing, the Agent (including its sub-agents)
received a cash commission equal to 8% of the gross proceeds of the Financing,
an aggregate of 110,000 compensation options (each compensation option
entitling the Agent to purchase one Unit at $0.50 per Unit for a period of 24
months following closing) and 333,333 compensation warrants (each compensation
warrant entitling the Agent to purchase one common shares of the Corporation
at $0.60 per share for a period of 24 months following closing).
    The Corporation intends to spend a substantial portion of the gross
proceeds from the Financing, including all proceeds from the flow-through
financing, to further explore and develop GVC's Nechako and Alexis properties.
The remainder of the gross proceeds will be used for general and
administrative expenses and for working capital.
    Immediately following closing of the Qualifying Transaction and the
Financing, the Corporation granted to its directors and officers an aggregate
of 2,025,000 additional options to purchase common shares of the Corporation
at an exercise price of $0.50 per share for a period of five years as follows:
Alistair MacLennan (President, CEO and Director) (450,000), Ian Klassen
(Corporate Secretary and Director) (450,000), Michele Pillon (CFO) (125,000),
Wesley Raven (Vice President, Exploration) (250,000), Bipin Ghelani (Director)
(250,000), Geir Liland (Director) (250,000) and David McMillan (Director)
(250,000).

    About Goldmember Minerals Inc.
    ------------------------------
    Goldmember Minerals Inc. is a drill ready mineral exploration company
focused primarily on gold exploration in central British Columbia. Recent
exploration programs conducted so far on the Nechako and Alexis Properties
have successfully: identified geophysical anomalies located at depth which
show the characteristics of an epithermal style mineralized body; identified
regional geophysical trends with coincidental geochemical anomalies suitable
to host further epithermal and porphyry style mineralization; and confirmed a
positive correlation with MMI geochemical sampling and 3D Induced Polarization
results.
    Goldmember is operated by experienced managers and professionals who have
been effective in discovery, mine development, and mining operations
throughout North and South America, Africa, Europe, and Central Asia.

    ON BEHALF OF THE BOARD OF DIRECTORS

    ----------------------------------------
    Alistair MacLennan, President

    Statements about the Corporation's future expectations and all other
statements in this press release other than historical facts are "forward
looking statements". Such forward-looking statements are based on numerous
assumptions, and involve known and unknown risks, uncertainties and other
factors, including risks inherent in mineral exploration and development,
which may cause the actual results, performance, or achievements of the
Corporation to be materially different from any projected future results,
performance, or achievements expressed or implied by such forward-looking
statements.

    THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
    RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS
    RELEASE





For further information:

For further information: For Corporate Information: Ian Klassen,
Vice-President, Director, Tel: (604) 290-5762; For Agent Inquiries: Becher
McMahon Capital Markets Inc., Campbell Becher, Tel: (647) 426-1657

Organization Profile

GOLDMEMBER MINERALS INC.

More on this organization

HOLCOT CAPITAL CORP.

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