Metanor Resources Inc.: Adoption of a Shareholder Rights Plan, modification of the Stock Option Plan and granted of options



    62,199,624 outstanding shares

    VAL-D'OR, QC, Sept. 28 /CNW Telbec/ - 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 Métanor. The Plan is effective and will provide the Board of
Directors of Métanor (the "Board") and the Shareholders, more time to consider
unsolicited take-over bid for Métanor. 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 Métanor. The Plan is subject to
acceptance by the TSX Venture Exchange and must be ratified by the
Shareholders within six months of the effective date of the Plan. Unless
otherwise terminated in accordance with its terms, the Plan will terminate at
the close of the third Annual Meeting of Métanor 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 Métanor
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 Métanor Shareholders should an offer be made
for Métanor.
    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 Métanor 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 Métanor 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
Métanor 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 Plan will be filed on
SEDAR.
    Métanor 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 Andrée 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-André 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:

For further information: Serge Roy, President and CEO, (819) 825-8678;
Renmark Financial Communications Inc.: Jason Roy, jroy@renmarkfinancial.com;
Jen Power, jpower@renmarkfinancial.com, (514) 939-3989; Fax: (514) 939-3717,
www.renmarkfinancial.com


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