Explor Resources Inc.

Explor Resources Inc.

November 24, 2008 13:39 ET

Explor Resources Inc.: Explor Board of Directors Approve Shareholder Rights Plan

ROUYN-NORANDA, QUEBEC--(Marketwire - Nov. 24, 2008) - Explor Resources Inc. (the "Corporation") (TSX VENTURE:EXS) wishes to announce that the Board of Directors of the Corporation ("Board of Directors") have conditionally adopted a new shareholder rights plan ("Rights Plan"), to become effective upon approval by the proposed Rights Agent of the Rights Plan Agreement which is expected to be before the end of November 2008. The adoption of the Rights Plan is subject to the approval of the TSX Venture Exchange ("TSXV") and the adoption of the Rights Plan must be ratified by shareholders within six months or the Rights Plan will be terminated. The Corporation will be seeking shareholder ratification at the meeting of shareholders to be held on December 16, 2008. A copy of the proposed Rights Plan Agreement will be available from the President of the Corporation upon request and upon approval by the Rights Agent and execution will be filed on SEDAR at www.sedar.com.

Pursuant to the terms of the Rights Plan, the Corporation will issue one right (a "Right") in respect of each common share outstanding. The Rights Plan is to provide the Board of Directors and the Corporation's shareholders with sufficient time to properly consider any take-over bid made for the Corporation and to allow enough time for competing bids and alternative proposals to emerge. The Rights Plan also seeks to ensure that all Corporation shareholders are treated fairly in any transactions involving a change in control of the Corporation and have an equal opportunity to participate in the benefits of a take-over bid.

Under applicable laws, the Board will be permitted to utilize the Rights Plan to allow additional time to negotiate with third parties which are considering making competing bids, but the Rights Plan cannot be utilized to deny shareholders the opportunity to tender into any tender offer. The Rights Plan will not prevent an offer made to all shareholders for all of their shares.

The Rights issued under the Rights Plan become exercisable when a person, together with any parties related to it, acquires or announces its intention to acquire 20% or more of the Corporation's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of the Board of Directors. The Corporation is not aware of any specific take-over bid that has been made for the Corporation or is currently being contemplated.

On behalf of the Board and as President, J.D. Christian Dupont.

About Explor Resources Inc.

Explor Resources Inc. is a Canadian-based natural resources company with mineral holdings in Ontario, Quebec, Saskatchewan and New Brunswick. Explor is currently focused on exploration in the Abitibi Greenstone Belt. The belt is found in both provinces of Ontario and Quebec with approximately 33% in Ontario and 67% in Quebec. The Belt has produced in excess of 180,000,000 ounces of gold and 450,000,000 tonnes of cu-zn ore over the last 100 years. The Company is headquartered in Quebec and was incorporated in Alberta in 1986.

Explor Resources Inc. is a public listed company trading on the TSX Venture (EXS).

This press release was prepared by Explor Resources Inc. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Explor Resources Inc.
    Christian Dupont, President
    800-388-8668 or 819-797-4630
    819-797-6050 (FAX)
    www.explorresources .com
    Explor Timmins Office
    877-264-1273 or 705-264-1273
    705-264-1717 (FAX)