To: rdww who wrote (254 ) 6/8/2000 2:47:00 PM From: chevalier Respond to of 343
NAR RESOURCES PRIVATE PLACEMENT NAR Resources Ltd. (the "Corporation") is pleased to announce today that it has received price protection from the Montreal Stock Exchange for a private placement offering (the "Private Placement") of 1,300,000 special units (the "Special Units") to certain arm's length placees at a price of $1.56 per Special Unit. Each Special Unit is exercisable into one unit (the "Unit") at a time the Company files a prospectus to qualify the issuance of the Unit and the securities underlying the Unit. Each Unit is to consist of one common share (the "Common Share"), one-half series A warrant (the "A Warrant") and one-half series B warrant (the "B Warrant"). Neither the A Warrants nor the B Warrants will be listed on the Montreal Stock Exchange. Each A Warrant is exercisable into one Common Share at a price of $2.00 for a period of up to 18 months from the date of the closing of the Private Placement ( the "Closing Date"), provided that: (I) the A Warrant cannot be exercised during the first 6 months from the Closing Date; and (ii) the placee still holds the Common Shares at the time of exercise of the A Warrant. If at any time after the filing of the Prospectus, the 30 day average trading price for the Common Shares on the Montreal Exchange (or any other stock exchange on which the Company's Common Shares are listed for trading) equals or exceeds $3.50, each A Warrant is only exercisable for a period of 30 days from the date the Company delivers written notice to the placee to this effect. Each B Warrant is exercisable into one Common Share at a price of $2.50 for a period of up to 12 months from the date of exercise of the A Warrant. If at any time after the filing of the Prospectus, the 30 day average trading price for the Common Shares on the Montreal Exchange (or any other stock exchange on which the Company's Common Shares are listed for trading) equals or exceeds $4.50, each B Warrant is only exercisable for a period of 30 days from the date the Company delivers written notice to the placee to this effect. Pursuant to the terms of the price protection granted by the Montreal Exchange, the Private Placement must be completed by no later than July 10, 2000. This transaction is subject to regulatory approval. NOTE: The Company relies upon litigation protection for "forward looking" statements. Dated: June 8, 2000 Stock Symbol: NRL-ME ON BEHALF OF THE BOARD OF DIRECTORS (SIGNED) Dr. Claus Wagner Bartak, President Telephone: (416) 703- 2121 Fax: (416) 703- 9009 nar-resources.com E-mail: ir@nar-resources.com