METANOR RESOURCES INC.
TSX VENTURE : MTO

METANOR RESOURCES INC.

March 07, 2011 12:30 ET

Metanor Resources Inc. Announces the Completion of a Private Placement for an Aggregate Amount of $16,233,466

VAL-D'OR, QUÉBEC--(Marketwire - March 7, 2011) - Metanor Resources Inc. (TSX VENTURE:MTO)

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES, OR DISSEMINATION IN THE UNITED STATES

Following the first closing on February 18, 2011 of a first tranche of a private placement with Industrial Alliance Securities Inc. (the "Agent") of 8,091,668 hard dollar units at a price of $0.30 per hard dollar unit (the "Hard Dollar Units") and 13,730,442 flow-through units at a price of $0.34 per flow-through unit (the "Flow-Through Units") for gross proceeds of $7,095,850, Metanor Resources Inc. ("Metanor") (TSX VENTURE:MTO) is pleased to announce the closing on March 4, 2011, of the second tranche of the private placement of an additional 7,914,000 Hard Dollar Units and 19,892,400 Flow-Through Units, at the same price as the first tranche, for aggregate gross proceeds of $9,137,616. The gross proceeds of both tranches amount to $16,233,466.

Each Flow-Through Unit consists of one flow-through common share (a "Flow-Through Share") and one-half of one transferable non-flow-through common share purchase warrant of Metanor (a whole non-flow-through common share purchase warrant, a "Flow-Through Unit Warrant"). Each Flow-Through Unit Warrant entitles the holder thereof to acquire one common share in the capital of Metanor (a "Warrant Share") at a price of $0.40 per Warrant Share for a period of 12 months from the Closing Date. Each Hard Dollar Unit shall consist of one non-flow-through common share in the capital of the Corporation and one-half of one non-flow-through transferable common share purchase warrant (a whole non-flow-through transferable common share purchase warrant, a "Hard Dollar Unit Warrant"). Each Hard Dollar Unit Warrant shall entitle the holder thereof to acquire one Warrant Share at a price of $0.40 per Warrant Share for a period of 24 months from the Closing Date.

Metanor will: (i) use the gross proceeds from the offering of the Flow-Through Shares comprised in the Flow-Through Units to incur resource expenses on any of its properties before December 31, 2012; and (ii) use the net proceeds from the offering of the Hard Dollar Units for general working capital purposes.

In connection with the private placement, Metanor paid the Agent a cash commission equal to up to 7% of the gross proceeds raised.

All securities issued are subject to a holding period of four months and one day from the date of closing.

"Metanor is very pleased to have completed this financing which, with the Sandstorm gold loan, constitutes an important milestone towards bringing the Bachelor Lake property into production" said Serge Roy, Chief Executive Officer of Metanor.

The Shares have not been registered under the United States Securities Act of 1933 (the "Act") and may not be offered or sold absent of registration under the Act or an applicable exemption from registration requirements thereof. This press release does not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption therefrom.

201,686,865 outstanding shares.

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.

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