July 23 (Reuters) - Metanor Resources Inc MTO.V :
* BONTERRA AND METANOR ENTER INTO DEFINITIVE AGREEMENT
* BONTERRA RESOURCES - DEAL CONTEMPLATES THAT CO WILL ACQUIRE ALL OF ISSUED & OUTSTANDING COMMON SHARES OF METANOR FOR C$0.73 IN EQUITY CONSIDERATION
* BONTERRA RESOURCES - IMMEDIATELY PRIOR TO COMPLETION OF METANOR DEAL, CO TO SPIN OUT LARDER LAKE ASSETS AND LIABILITIES AND $7 MILLION IN CASH
* BONTERRA RESOURCES - UPON COMPLETION OF DEAL, EXISTING BONTERRA AND METANOR SHAREHOLDERS TO OWN ABOUT 58% AND 42% OF COMBINED CO, RESPECTIVELY
* BONTERRA RESOURCES - WILL ACQUIRE ALL OF ISSUED, OUTSTANDING COMMON SHARES OF METANOR AT EXCHANGE RATIO OF 1.6039 OF CO'S SHARES FOR EACH METANOR SHARE
* BONTERRA RESOURCES INC - BOARD OF DIRECTORS OF METANOR HAS APPROVED TRANSACTION WITH CO
* BONTERRA RESOURCES - BOARD OF DIRECTORS OF CO APPROVED TRANSACTION, SPIN-OUT
* BONTERRA RESOURCES - AGREEMENT WITH METANOR INCLUDES RECIPROCAL BREAK FEE OF C$3.75 MILLION, PAYABLE IF TRANSACTION NOT COMPLETED IN CERTAIN CIRCUMSTANCES