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Entourage Metals Ltd.: Completes Acquisition of Tawsho; Provides Update on Consolidation and Name Change

02.03.2016  |   Presse Minen
Announces Private Placement

Vancouver, March 1, 2016 - Entourage Metals Ltd. (TSX-V: EMT) ('Entourage' or the 'Company') and Tawsho Mining Inc. (TSX-V: TAW) ('Tawsho') are pleased to announce the completion today of the previously announced plan of arrangement (the 'Arrangement') pursuant to which Entourage has acquired 100% of the issued and outstanding common shares of Tawsho.

In addition, effective at market open on March 2, 2016, Entourage will consolidate its common shares on the basis of 1.5 old shares for every 1 new share, change its name to 'Genesis Metals Corp.', and trade on the TSXV under the symbol 'GIS'. Tawsho securityholders will exchange their Tawsho securities for Entourage securities on a post-consolidation basis.

Pursuant to the Arrangement, Entourage issued an aggregate of 8,166,666 common shares (on a post-consolidated basis) to the former shareholders of Tawsho, or 0.2297 of an Entourage share for each Tawsho share (the 'Exchange Ratio'). Tawsho warrants and options, in accordance with their terms, are exercisable for Entourage shares, as adjusted by the Exchange Ratio.

Mr. Brian Groves was appointed as Chief Executive Officer and a Director of Entourage. Mr. Jeff Sundar has resigned as President and CEO and has been appointed Executive Vice President. Mr. John Florek has resigned as Vice President, Exploration and will remain a Director.

The Arrangement was approved by 99.2% of the votes cast by shareholders of Tawsho at an annual general and special meeting held on February 16, 2016, as adjourned to February 23, 2016, which meeting was adjourned in order to effect Tawsho's continuance from Ontario to British Columbia.

Final approval for the Arrangement was obtained from the Supreme Court of British Columbia on February 29, 2016. As a result of the Arrangement, Tawsho amalgamated with 1057643 B.C. Ltd. and became a wholly-owned subsidiary of Entourage. Tawsho common shares will be delisted from the TSXV at market open on March 2, 2016 and applications will be made to the relevant securities commissions for Tawsho to cease to be a reporting issuer under Canadian securities laws.

Full details of the Arrangement and certain other matters are set out in the management information circular of Tawsho dated January 15, 2016, a copy of which can be found under Tawsho's profile on SEDAR at

Shareholders of Tawsho who have questions or who may need assistance with the completion of letters of transmittal are advised to contact Computershare Investor Services at:

North American Toll Free: 1-800-564-6253

Unit and Flow-through Share Offering

Entourage is also pleased to announce a non-brokered private placement, on a post-consolidated basis, of up to 10,000,000 units at the price of $0.10 per unit each unit consisting of one common share and one-half of one warrant. Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $0.20 per share for 24 months from the date of issuance.

Concurrently, Entourage will conduct a non-brokered private placement of up to 3,500,000 flow-through shares at the price of $0.10 per share.

The proceeds from the sale of the units and flow through shares will be used for general working capital purposes and for expenditures to maintain and advance Entourage's Chevrier gold property in Chibougamau, Quebec.

The Company may pay a finder's fee in connection with the private placement.

The pricing and closing of these concurrent offerings is subject to receipt of all necessary TSXV and regulatory approvals.

Entourage Finalizes Shareholder Loans

Finally, the Company announces that it has entered into a loan agreement with an arm's length party to the Company who has loaned the Company $5,625 to help finance certain costs associated with the Arrangement. In connection with the loans previously disclosed by Company in its news release of January 13, 2016, Entourage will issue a total of 633,333 bonus warrants (the 'Bonus Warrants') exerciseable at a price of $0.1125 per common share (on a post-consolidated basis) of Entourage and expiring in one year from the date of issuance. The Bonus Warrants will be subject to a four month hold under applicable securities laws and cannot be traded prior to July 3, 2016.

For further information please contact

Entourage Metals Ltd. (to be renamed 'Genesis Metals Corp.')
Suite 1500, 409 Granville Street
Vancouver, BC V6C 1T2
Telephone: 604-484-7855
Fax: 604-484-7155

Tawsho Mining Inc.
255 Duncan Mill Rd., Suite 408
Toronto, ON M3B 3H9
Telephone: 905-760-7760
Fax: 905-669-8220

Neither the TSX Venture Exchange nor its 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 release.

This release contains certain 'forward-looking information' under applicable Canadian securities laws. Forward-looking information reflects Entourage's and Tawsho's current internal projections, expectations or beliefs and are based on information currently available to Entourage and Tawsho. In some cases forward-looking information can be identified by terminology such as 'may', 'will', 'should', 'expect', 'intend', 'plan', 'anticipate', 'believe', 'estimate', 'projects', 'potential', 'scheduled', 'forecast', 'budget' or the negative of those terms or other comparable terminology. Assumptions upon which such forward-looking information is based include that: the consolidation and name change will occur, the private placement will proceed as planned and regulatory approval will be obtained, and the Bonus Warrants will be issued. Many of these assumptions are based on factors and events that are not within the control of Entourage or Tawsho, and there is no assurance they will prove to be correct or accurate. Risk factors that could cause actual results to differ materially from those predicted herein include, without limitation, that: the consolidation and name change will not occur, the private placement will not proceed as planned nor regulatory approval be obtained, and the Bonus Warrants will not be issued. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding (and the risk of inadequate insurance or inability to obtain insurance to cover these risks), as well as the risks disclosed by Entourage and Tawsho in their respective filings on SEDAR at Forward-looking information is not a guarantee of future performance and actual results and future events could differ materially from those discussed in any such forward-looking information. All of the forward-looking information contained in this news release is qualified by these cautionary statements. Readers cannot be assured that actual results will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on any of the forward-looking information contained herein. Entourage and Tawsho expressly disclaim any intention or obligation to update or revise any forward-looking information in this news release, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.

Entourage Metals Ltd. issued this content on 02 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 02 March 2016 14:35:22 UTC
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Genesis Metals Corp.

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