Explorator Resources Inc.
TSX VENTURE : EXO

Explorator Resources Inc.

October 26, 2009 08:00 ET

Explorator Announces Private Placement and Appointment of Walter Segsworth and Richard Colterjohn as Directors

TORONTO, ONTARIO--(Marketwire - Oct. 26, 2009) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMENATION IN THE UNITED STATES

Explorator Resources Inc. ("Explorator" or the "Company") (TSX VENTURE:EXO) is pleased to announce a non-brokered private placement offering (the "Offering") of $3,200,000 of gross proceeds based on the issuance of 8,000,000 units (the "Units") at a price of $0.40 per Unit. Each Unit would consist of one common share (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire a common share at an exercise price of $0.50 for a period of 24 months from the completion of the Offering, which is scheduled for November 6, 2009 (the "Closing"). The Common Shares and Warrants will be subject to a resale restriction for a period of four months plus one day from Closing. The proceeds of the offering will be used for the exploration and development of the Company's properties and for working capital purposes. 

The purchasers are affiliates of Glencoban Capital Management Inc. ("Glencoban"), a private, resource focused equity investment fund, and Walter Segsworth. The Company may increase the size of the Offering by up to 3,000,000 Units ($1,200,000) in order to accommodate certain additional investors.

THE COMMON SHARES WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM U.S. REGISTRATION REQUIREMENTS. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

The Company is also pleased to announce the appointment of Walter Segsworth and Richard Colterjohn as directors of the Company, effective upon the Closing. In connection with their appointment as directors, the Company shall grant each of Mr. Segsworth and Mr. Colterjohn options to purchase 500,000 common shares of the Company, with a term of 5 years, with pricing based on the closing price of the Company's Common Shares on the date of the Closing and with vesting consistent with the Company's current Stock Option Plan. 

Mr. Segsworth, a professional engineer, brings a lifetime of accomplishment as an operator and director in the mining sector. His operating roles have included being President and COO of Homestake Mining Company and President and CEO of Westmin Resources Ltd. He has served on a number of boards, including as Chairman of Centenario Copper Corporation, Cumberland Resources Ltd. and Plutonic Power Corporation.

Mr. Colterjohn is a principal of Glencoban and has over 20 years of involvement in the mining sector, as an investment banker, director and operator. Most recently, he was founder, President and CEO, and Director of Centenario Copper Corporation. His directorships have also included Cumberland Resources Ltd., Canico Resource Corp., Viceroy Exploration Ltd. and MAG Silver Corp. Previously, his career was focused as an investment banker, most recently as Managing Director and Head of the Mining Sector practice for UBS Bunting Warburg Ltd. in Canada.

Mr. David O'Connor, President and CEO of Explorator commented: "I am absolutely delighted that Walter and Richard have agreed to join the board of the Company at a time where we, together with Pucobre, are rapidly advancing the El Espino project towards a development decision. Both individuals know Chile well from previous activities, including their leadership in the recent feasibility study evaluation and development of the Franke copper mine. In addition to his tremendous reputation as an operator, Walter also brings a strong background in governance in the Canadian markets, which will be invaluable as we continue to build the Company. Richard brings great depth in experience and relationships in financing the mining sector, which the Company will leverage as we start preparing for the financing of the potential development of El Espino".

About Explorator Resources

Explorator Resources is a Canadian-based mining exploration company with a 49% interest in the El Espino Copper-Gold Project in Chile (the "Project"). The Project lies within the prolific copper-gold mineral area of the Cordillera de la Costa, 240 km. north of Santiago, and is central to an important cluster of "Candelaria-style" copper-gold deposits. A National Instrument 43-10 compliant preliminary assessment (see press release dated May 11, 2009) has defined the potential for an average annual payable production of 77 million pounds of copper and 40,000 ounces of gold over a 19 year mine life (life-of-mine payable production of 1.467 billion lbs copper and 755,000 oz. gold) at an average cash cost of $1.04/lb, net of gold credits (based on a gold price of $680/oz.) and also noted good potential for further resource expansion. Sociedad Punta del Cobre S.A. ("Pucobre") owns the remaining 51% of the Project and is responsible for funding the completion of a feasibility study, currently targeted for late 2010.

REGULATORY FOOTNOTE

Mr. Michael Schuler, in charge of exploration at Explorator SCM is the "Qualified Person" as defined under the National Instrument 43-101 and is responsible for the scientific and technical work on Explorator SCM's exploration program and is responsible for reviewing the technical disclosure in this news release. All analytical work has been completed by ALS Chemex of La Serena in Chile; ALS Chemex is a respected international analytical service which is accredited with NATA and complies with standards of ISO 9001:2000 and ISO17025:1999. They employ a variety of international standards for quality control purposes. Samples are transported from the project to the ALS Chemex laboratory in La Serena by Company personnel or a reputable commercial carrier. All analytical testing is performed utilizing a variety of industry standard analytical techniques, including: (1) ALS Analytical Code Au-ICP22 (Au 50g fire assay with ICP-AES finish), (2) ALS analytical code Au-GRA22 (Au 50g fire assay with a gravity finish), (3) ALS analytical code ME-ICP61 (33 element analysis using a four acid digestion and ICP-AES analysis), (4) ALS analytical code Cu-AA62 (ore grade copper analysis using a four acid digestion and an AAS finish. All diamond drill core is geologically logged, cut in half using a diamond saw and sampled by Company geologists in one (1) to three (3) meter sample intervals depending on visual grade estimates; the archive portion of the sample is securely stored at the company's core shed adjacent to the office in the town of Illapel.

The Company has initiated a QA/QC program consisting of utilizing standards, duplicate and blank samples and laboratory cross-checks and routinely repeats sample analysis.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this news release may contain forward-looking information within the meaning of Canadian securities laws. Such forward-looking information are identified by words such as "estimates", "intends", "expects", "believes", "may", "will" and included, without limitation, statements regarding the company's plan of business operations, production levels and costs, potential contractual arrangements and the delivery of equipment, receipt of working capital, anticipated revenues, mineral reserve and mineral resource estimates, and projected expenditures. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, metal prices, risks inherent in the mining industry, financing risks, labour risks, uncertainty of mineral reserve and resource estimates, equipment and supply risks, regulatory risks and environmental concerns. Most of these factors are outside the control of the company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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