Knight Metals Ltd.

Knight Metals Ltd.

November 09, 2011 09:30 ET

Knight Signs Letter of Intent

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 9, 2011) - Mr. David Patterson, Chairman of Knight Metals Ltd. (TSX VENTURE:KNP)(FRANKFURT:KRL) ("Knight Metals" or the "Company") reports that it has entered into a letter of intent (the "LOI") dated November 8, 2011 with Watutatu Inc. ("Watutatu"), a private Ontario company, with regards to a proposed transaction between the Company and Watutatu (the "Transaction"), a company with an option to acquire a 47.5% interest in certain oil and gas exploration assets in Northern Africa.

Pursuant to the LOI, it is contemplated that all of the common shares of Watutatu will be exchanged for an aggregate of 16,000,000 common shares of Knight Metals and C$300,000. The closing of the Transaction remains subject to the negotiation of a definitive agreement and other related documentation, and is subject to due diligence review by all parties, all of which is expected to be completed by November 30, 2011. In addition, the parties reserve the right to pay a finders fee to qualified arm's length finders in connection with the Transaction. The transaction qualifies as a "Reviewable Transaction" under the policies of the TSX Venture Exchange and remains subject to regulatory approval.

Prior to and as a condition to the completion of the Transaction, the Company will complete a private placement financing ("Concurrent Financing") brokered by BayFront Capital Partners Ltd. ("BayFront") of subscription receipts for gross proceeds of a minimum of C$2 million and a maximum of C$3 million, at a price of C$0.15 per subscription receipt. Each subscription receipt will be convertible into one Knight Metals Share on closing of the Transaction. BayFront will receive compensation of 7% commission as well as broker warrants convertible into that number of shares equal to 7% of the subscription receipts placed.


David Patterson, Chairman

Forward-Looking Statements:

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "schedule", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward-looking statements and information concerning Knight Metals' future operations and prospects. The forward-looking statements and information are based on certain key expectations and assumptions made by Knight Metals, including expectations and assumptions concerning equipment and crew availability, and joint venture partner financial capability. Although Knight Metals believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Knight Metals can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause Knight Metals' actual results and experience to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to, reservoir performance, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, and political and economic conditions. Additional information on these and other factors is available in continuous disclosure materials filed by Knight Metals with Canadian securities regulators. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release or otherwise, and to not use future-oriented information or financial outlooks for anything other than their intended purpose. Knight Metals undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

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 news release.

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