Metanor Resources: Adoption of a Shareholder Rights Plan, modification of the Stock Option Plan and granted of options
Val-d'Or, September 28, 2007 - Metanor (TSX-V: MTO) announces that its Board of Directors has adopted last September 18 a Shareholder Rights Plan (the � Plan") to encourage a fair treatment of shareholders, should a take-over bid be made for M�tanor. The Plan is effective and will provide the Board of Directors of M�tanor (the "Board") and the Shareholders, more time to consider unsolicited take-over bid for M�tanor. The Plan is intended to discourage coercive or unfair take-over bids and gives the Board time to pursue alternatives to maximize Shareholder's value, if appropriate, in the event of an unsolicited take-over bid.
The Plan has not been adopted in response to, or in contemplation of, any specific proposal to acquire control of M�tanor. The Plan is subject to acceptance by the TSX Venture Exchange and must be ratified by the Shareholders within six months of the effective dat
e of the Plan. Unless otherwise terminated in accordance with its terms, the Plan will terminate at the close of the third Annual Meeting of M�tanor Shareholders following the meeting at which the Plan is ratified by Shareholders, unless the Plan is reconfirmed and extended at such meeting.
The Board is of the view that the recent successes of the exploration and development activities on the properties of the Company might have created an environment where an opportunistic take-over offer could be made for M�tanor Such an offer may not be in the best interest of all Shareholders. Consequently, the Board of Directors has adopted a Shareholder Rights Plan, the benefits of which extend to M�tanor Shareholders should an offer be made for M�tanor.
The Rights issued under the Plan will become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire 20% or more of the outstanding shares
of M�tanor without complying with the "Permitted Bid" provisions of the Plan or without approval of the Board. Should such acquisition occur, each right will, upon exercise, entitle a right holder other than the acquiring person or related persons to purchase shares of M�tanor at a substantial discount to the market price at the time.
Under the Plan, a "Permitted Bid" is a bid made to all shareholders of M�tanor and is open for acceptance for not less than 60 days. If, at the end of such 60 day period, at least 50% of the outstanding shares, other than those owned by the offeror or certain related parties, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender. The Plan is similar to other Shareholder Rights Plan recently adopted by several other Canadian companies and approved by their respective shareholders. A complete copy of the Shareholder Rights Pl
an will be filed on SEDAR.
M�tanor also announces that its Board of Directors has modified its Stock Options Plan to increase the number of reserved shares which should be granted. The actual number of shares reserved was established to 3,450,000 and the Directors have increased it to 6,000,000.
This modification was necessary due to the growth experienced by Metanor in the last two quarters which increase the number of its employees. The modification to the stock options plan is subject to acceptance by the regulation Authorities and must be ratified by the Shareholders gathered together next November, at the Metanor's Annual Shareholders Meeting.
During the last weeks, Metanor has granted two options. The first one regarding two options granted in favour of two employees and was for a total of 175,000 reserved shares, including the option of 100,000 reserved shares granted if favour of Mr. Claude Imbeault, general director of Bachelor Lake Mine. Those
options will be exercisable at a price of $0.67 each and will expire on August 30, 2017. The second option was granted in favour of four employees and totalling 85,000 reserved shares, exercisable at the price of $0.68 each and expiring on September 17, 2017. All the options granted will be acquired and exercisable for 25 % each quarter.
Two options were granted during the 2005 year in favour of consultants and will be at their maturity soon. The Board of directors resolved to prolong the expiration date of those options. The option regarding 180,000 reserved shares granted in favour of Andr�e De Kertanguy will expire on August 29, 2009 (instead of August 29, 2007) and the option regarding 166,000 reserved shares granted in favour of Pierre-Andr� Leduc will expire on October 4, 2009 (instead of October 4, 2007).
TSX Venture Exchange does not accept any responsibility for the adequacy or the accuracy of the press release.
For further information please contact:
Serge Roy
President and CEO
Tel: 819-825-8678
RENMARK FINANCIAL COMMUNICATIONS INC.
JASON ROY: JROY@RENMARKFINANCIAL.COM
JEN POWER: JPOWER@RENMARKFINANCIAL.COM
TEL: (514) 939-3989
FAX: (514) 939-3717
WWW.RENMARKFINANCIAL.COM
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Metanor Resources Inc.
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EXPLORATION STAGE |
CODE : MTO.V |
ISIN : CA59138Q1037 |
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ProfileMarket IndicatorsVALUE : Projects & res.Press releasesAnnual reportRISK : Asset profileContact Cpy |
Metanor is a gold and palladium exploration company based in Canada. Metanor holds various exploration projects in Canada. Its main exploration properties are NELLIGAN, OPINACA, VASSAN, WAHNAPITEI, BARRY, BACHELOR LAKE / HEWFRAN and DUBUISSON in Canada. Metanor is listed in Canada, in Germany and in United States of America. Its market capitalisation is CA$ 36.4 millions as of today (US$ 28.1 millions, € 23.9 millions). Its stock quote reached its highest recent level on December 31, 2007 at CA$ 1.37, and its lowest recent point on January 29, 2016 at CA$ 0.03. Metanor has 62 820 000 shares outstanding. |