METANOR RESOURCES INC.
TSX VENTURE : MTO

METANOR RESOURCES INC.

February 21, 2011 09:58 ET

Metanor Resources Inc. Announces the Closing of a Private Placement of $7,095,850

VAL-D'OR, QUEBEC, CANADA--(Marketwire - Feb. 21, 2011) - Metanor Resources Inc. ("Metanor") (TSX VENTURE:MTO) is pleased to announce the closing, on February 18, 2011 (the "Closing Date") of a private placement with Industrial Alliance Securities Inc. (the "Agent") by issuing a total of 8,091,668 hard dollar units (the "Hard Dollar Units") and 13,730,442 flow-through units ("the "Flow-Through Units") for aggregate gross proceeds of $7,095,850.

Each Flow-Through Unit shall consist of one flow-through common share (a "Flow-Through Share") and one-half of one transferable non-flow-through common share purchase warrant of Metarnor (a whole non-flow-through common share purchase warrant, a "Flow-Through Unit Warrant"). Each Flow-Through Unit Warrant shall entitle 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 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.

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.

173,880,465 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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