RE: RE: Sprott still in this one?REPORT UNDER PART 4
Of
NATIONAL INSTRUMENT 62-103
1. Name and address of eligible institutional investor:
Sprott Asset Management LP (the “Offeror”)
200 Bay Street, Suite 2700, P.O. Box 27
Royal Bank Plaza, South Tower
Toronto, Ontario
M5J 2J1
2. The net increase or decrease in the number or principal amount of securities, and inthe eligible institutional investor’s securityholding percentage in the class of
securities, since the last report filed by the eligible institutional investor under Part
4 or the early warning requirements:
As at July 31, 2010, there is a net increase of 2,100,000 in the holdings of common shares
(the “Common Shares”) and a net increase of 672,200 in the holdings of warrants (the
“Warrants”) of Metanor Resources Inc. (the “Issuer”). However, an increase in the
aggregate number of currently issued and outstanding shares has resulted in a net
decrease of 3.3% in the Offeror’s securityholding percentage.
3. The designation and number or principal amount of securities and the eligibleinstitutional investor's securityholding percentage in the class of securities at the
end of the month for which the report is made:
As at July 31, 2010, the Offeror exercises control or direction, on behalf of accounts fully
managed by it, over 22,100,000 Common Shares and 11,472,200 Warrants of the Issuer.
Based on the number of currently issued and outstanding Common Shares (as reported by
the Issuer), and assuming the exercise of the Warrants, the Offeror exercises control or
direction over 23.1% of the issued and outstanding Common Shares. See Item 6.
4. The designation and number or principal amount of securities and the percentage ofoutstanding securities referred to in item 3 over which:
(a) the eligible institutional investor, either alone or together with any jointactors, has ownership and control:
The Offeror does not itself own any Common Shares or other securities of the Issuer.
The only persons with whom the Offeror may be deemed by the Securities Act (Ontario)to be acting jointly and in concert with would be included in the list of managed accounts
referred to below.
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(b) the eligible institutional investor, either alone or together with any jointactors, has ownership but control is held by other entities other than the
eligible institutional investor or any joint actors:
None.
(c) the eligible institutional investor, either alone or together with any jointactors, has exclusive or shared control but does not have ownership:
The Offeror exercises control or direction over all of the Common Shares and Warrants
referred to above in its capacity as portfolio manager of managed accounts.
5. The purpose of the eligible institutional investor and any joint actors in acquiring ordisposing of ownership of, or control over, the securities, including any future
intention to acquire ownership of, or control over, additional securities of the
reporting issuer:
The securities described herein are being held for investment purposes. Depending on
market and other conditions, the Offeror may from time to time in the future increase or
decrease its ownership, control or direction over the Common Shares or other securities
of the Issuer, through market transactions, private agreements or otherwise.
6. The general nature and the material terms of any agreement, other than lendingarrangements, with respect to securities of the reporting issuer entered into by the
eligible institutional investor, or any joint actor, and the issuer of the securities or
any other entity in connection with any transaction or occurrence resulting in the
change in ownership or control giving rise to the report, including agreements with
respect to the acquisition, holding, disposition or voting of any of the securities:
The Offeror entered into an Undertaking with the Issuer dated as of March 11, 2009,
which provides that the Offeror will not exercise Warrants in circumstances where the
number of Common Shares that may be issued upon such exercise, when that number is
added to the number of Common Shares beneficially owned, directly or indirectly, or over
which control or direction is exercised by the Offeror, or any person acting jointly or in
concert with the Offeror, would equal or exceed 20% of the Issuer’s issued and
outstanding shares. As at July 31, 2010, the Offeror has 5,802,774 Warrants restricted
from exercise.
7. The names of any joint actors in connection with the disclosure required by thisreport:
The managed accounts of the Offeror holding Common Shares and Warrants include:
Sprott Canadian Equity Fund, Sprott Bull/Bear RSP Fund, Sprott Hedge Fund L.P.,
Sprott Hedge Fund L.P. II, Sprott Master Fund, Ltd., Sprott Master Fund II, Ltd., Sprott
Opportunities Hedge Fund L.P., Sprott Opportunities Master Fund, Ltd. and certain
Sprott Managed Accounts.
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8. If applicable, a description of any change in any material fact set out in a previousreport by the eligible institutional investor under the early warning requirements or
Part 4 in respect of the reporting issuer’s securities:
Not applicable.
9. A statement that the eligible institutional investor is eligible to file reports underPart 4 in respect of the reporting issuer:
The Offeror is eligible to file reports under Part 4 of NI 62-103 in respect of the Issuer.
The filing of this report is not an admission that an entity named in the report owns or
controls any described securities or is a joint actor with another named entity.
Dated this 10th day of August, 2010.
SPROTT ASSET MANAGEMENT LP,
by its General Partner, SPROTT ASSETMANAGEMENT GP INC.
By: “Steven Rostowsky”
Steven Rostowsky
Chief Financial Officer