Mr. Ronald Perry reports

METANOR ANNOUNCES AMENDMENT TO OUTSTANDING CONVERTIBLE DEBENTURES AND PRIVATE PLACEMENT

Metanor Resources Inc. holders of over 66.66 per cent of the aggregate outstanding principal amount ($10.0-million) of the subordinated secured convertible debentures, issued Aug. 22, 2012, have approved an extraordinary resolution, as required under the debenture indenture, which extends the maturity date of the debentures by 24 months to Aug. 22, 2017, conditional upon an equity financing of a minimum amount of $3.0-million being completed and an immediate repayment of $1.0-million in principal, plus accrued interest, of the debentures allocated to the debentureholders, pro rata, as payment on account of the outstanding capital on the debentures. The resolution also grants Metanor the right to repurchase the debentures, at any time, in whole or in part, prior to the extended maturity date.

Concurrent brokered private placement

Metanor announces that it will be offering by private placement through Secutor Capital Management Corp. and Marquest Capital Markets, a maximum of 66,666,667 units priced at six cents each, which consist of one common share and one-half of one common share purchase warrant having an exercise price of 7.5 cents and a term of 24 months for maximum proceeds of $4.0-million (plus a 15-per-cent overallotment option).

The closing of the private placement is conditional upon Metanor having received subscriptions in the minimum amount of $3.0-million (50 million units) in order to give effect to the resolution approved by the debentureholders. The proceeds of the offering will be used for general corporate purposes, exploration work on Metanor's Quebec properties and for the partial capital repayment, of $1.0-million, of principal of the debentures. In connection, with the private placement, the agent will receive a cash fee equal to 9 per cent of the gross proceeds raised and will receive non-transferable broker warrants, in a quantity equal to 9 per cent of the gross proceeds raised.

All securities issued will be subject to a four-month hold period and these transactions remain subject to the approval of the TSX Venture Exchange.

We seek Safe Harbor.