January 4, 2006
METANOR RESOURCES INC. - INITIAL CLOSING - PRIVATE PLACEMENT
Val-d'Or, January 4, 2006 - Metanor Resources Inc. (TSX Venture Exchange: MTO) « Metanor » announces that it has proceeded with an initial closing of its private placement (see press releases disclosed on November 9 and December 15, 2005) with European and Canadians Investors. 159 000 Units A at a price of $0.60 per Unit A, for a total of $95,400 and of 243 Units B at a price of $2,700 per Unit B, for a total of $656,100 were subscribed. Each Unit A comprises one (1) common share at the price of $0.60 and one warrant; each Unit B comprises 3,000 flow through shares at the price of $0.70 per flow through share, 1,000 common shares at the price of $0.60 per common share and 2,000 warrants. Each warrant entitles its holder to subscribe one common share of Metanor at any time during a period of 18 months following the closing at the price of $0.85 per share.
A remuneration of 10 % of the proceeds of the Units A and B will be paid to Desjardins Securities, as agent for the offering of this placement. As additional consideration Desjardins Securities will receive broker's warrants, representing 10% of the total number of common shares comprised in the subscribed Units A and Units B, each broker's warrant entitling it to acquire one Unit A at the price of $0.60 within 18 months following the closing date. Finally Desjardins Securities will receive as corporate financial advisor a working fee of 100,000 common share purchase warrants, each entitling its holder to subscribe one common share of Metanor at any time during the 18 months following the closing at a price of $0.60 per share.
The common shares, the flow through shares and the warrants comprised in the Units A and B as well as the underlying common shares to the warrants will be subject to a resale restriction for a period of 4 months and 1 day following the closing date.
Following this closing, 402,000 Common Shares, 729,000 flow through shares and 645,000 Common Share Purchase Warrants will be issued further to the subscription of the Units A and B. The Agent will receive $75,150 plus 113,100 brooker warrants and 100,000 common share purchase warrants.
As there is still an existing interest from investors, a demand of extension of the private placement will be presented to the TSX Venture Exchange. The closing date for the Units A is currently January 6, 2006 while the closing date for the Units B is February 13, 2006. If accepted by the TSX, the closing date for the Units A will be extended by 45 days.
The issued and outstanding shares of Metanor, which were 17,392,598 common shares, decreased to 17,267,598 since 125,000 common shares issued to Ross-Finlay (2000) inc. to pay a hoist, was cancelled and the payment was made in cash. Following this closing, the share capital of Metanor is now 18,298,598 issued and outstanding common shares, 7,547,467 common share purchase warrants, 416,600 broker warrants (including 113,100 broker warrants permitting to subscribe to Units A).