November 09, 2005 09:00 ET

Metanor Resources Inc. Announces a Private Placement of a Maximum of $5,000,000

VAL-D'OR, QUEBEC--(CCNMatthews - Nov. 9, 2005) - Metanor Resources Inc. (TSX VENTURE:MTO) will complete a private placement of a minimum of 3,333,334 Units for an amount of $2,000,000 and a maximum of 8,333,333 for an amount of $ 5,000,000, with Canadian and European Investors. Each Unit is comprised of one (1) Common Share and one (1) Common Share Purchase Warrant, which warrant is exercisable into one common share of the Company at an exercise price of $0.85 for eighteen (18) months from the date of issuance.

Desjardins Securities was chosen to act as principal Agent for this placement and will receive a remuneration of 10% of the proceeds of the Units. As additional consideration, Desjardins Securities will receive broker warrants, representing 10% of the total of the subscribed Units, each warrant entitling it to acquire one Unit at the price of $0.60 within 18 months following the closing date. Finally, Desjardins Securities will receive, as corporate finance work fee, 100,000 common share purchase warrants, each entitling its holder to subscribe one Common Share of Metanor at any time during the eighteen (18) months following closing at the price of $0.60 per Share.

The Company has granted to Desjardins Securities (the Agent) an option (the "Over-Allotment Option") exercisable for 60 days following the initial closing of the Offering. This Over-Allotment Option will allow the Agent to offer up to 15% of the aggregate number of Units issued at the closing of the Offering on the same terms as set forth above. If the Over-Allotment Option is exercised in full, the proceeds raised under the Maximum Offering will be 9,583,333 Units for a total of $5,750,000.

The Securities (Common Shares and Warrants comprised in the Units and the Common Shares resulting from the Warrants) will be subject to a resale restriction for a period of four (4) months and one (1) day following the closing date.

The proceeds of the Offering after deduction of the Agent's and issuance fees will be used for exploration work on Metanor's properties (Bachelor Lake, Dubuisson, Opinaca and Wahnapitei properties).

This private placement and the issuance of Units are subject to approval of the TSX Venture Exchange.

The TSX Venture Exchange does not accept any responsability for the adequacy or the accuracy of this release.

Contact Information

  • Metanor Resources Inc.
    Serge Roy
    President and CEO
    (819) 825-8678 or (819) 856-8435
    Metanor Resources Inc.
    Ghislain Morin
    V.P. Corporate Development
    (819) 354-9439