Explor Resources Inc.

TSX VENTURE : EXS
FRANKFURT : E1H1
OTCQX : EXSFD
BERLIN : E1H1


Explor Resources Inc.

December 06, 2013 17:56 ET

Explor Resources Inc. Announces Filing of Preliminary Prospectus for Rights Offering to Shareholders

ROUYN-NORANDA, CANADA--(Marketwired - Dec. 6, 2013) -

This release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or for dissemination in the United States

Explor Resources Inc. ("Explor" or the "Corporation") (TSX VENTURE:EXS)(OTCQX:EXSFD)(FRANKFURT:E1H1)(BERLIN:E1H1) announces that it has filed a preliminary short form prospectus with the securities commissions of the following provinces of Canada: British Columbia, Alberta, Saskatchewan, Ontario and Quebec, in respect of a rights offering to raise gross proceeds of $8,193,298 (the "Rights Offering").

Each holder of record of Explor common shares ("Common Shares"), as of a record date to be announced, will receive two rights (a "Right") for each Common Share held. Each Right will entitle the holder thereof to acquire one Common Share at a subscription price of $0.10 per Common Share (the "Subscription Price"). The Rights Offering will include an additional subscription privilege under which holders of Rights who fully exercise their Rights will be entitled to subscribe for additional Common Shares, if available, that were not otherwise subscribed for in the Rights Offering. The Rights will be exercisable for 21 days. The record date and expiry date for the Rights Offering will be determined at the time of filing of the final short form prospectus.

To subscribe for Common Shares, a completed rights certificate, together with payment in full of the Subscription Price for each Common Share subscribed for, must be received by the subscription agent for the Rights Offering, CST Trust Company (the "Subscription Agent"), prior to the expiry date.

The Rights Offering is being made to holders of Common Shares in the provinces of British Columbia, Alberta, Saskatchewan, Ontario and Quebec ("Qualifying Jurisdictions"). Rights certificates and prospectuses will not be mailed to holders of Common Shares resident outside of the Qualifying Jurisdictions ("Non-Qualifying Shareholders"). Non-Qualifying Shareholders will be sent a letter advising them that their rights certificates will be issued to and held by the Subscription Agent, which will hold those Rights as agent for the benefit of all Non-Qualifying Shareholders. The Subscription Agent will attempt, on a commercially reasonable basis, to sell the Rights of Non-Qualifying Shareholders (other than those shareholders from whom Explor accepts subscriptions) over the facilities of the TSX Venture (the "TSXV"). The Subscription Agent will mail cheques representing the net proceeds, without interest, from such sales.

The Rights and Common Shares issuable upon the exercise of the Rights have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States or any of its territories or possessions or to U.S. persons. Accordingly, subscriptions will not be accepted from any security holder or transferee who is a U.S. person or resident in the United States, its territories or possessions.

Explor will accept subscriptions from Non-Qualifying Shareholders, other than holders resident in the United States, if they satisfy the Subscription Agent and the Corporation that such offering to, and subscription by, such holder or transferee, is lawful and in compliance with all securities and other laws applicable in the jurisdiction where such holder or transferee is resident. A Non-Qualifying Shareholder in a jurisdiction other than the United States who meets these requirements and wishes to exercise Rights must complete and deliver a request for exempt purchaser status, which will be provided in the materials sent to such shareholder.

Further details concerning the Rights Offering and the procedures to be followed by holders of Common Shares are contained in the preliminary prospectus available on the Corporation's profile at www.sedar.com. The preliminary prospectus is still subject to completion or amendment. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the (final) prospectus has been issued.

The Rights and the Common Shares issuable on exercise of the Rights will not be and have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person, absent registration or an applicable exemption therefrom. This news release does not constitute an offer to sell, or the solicitation of an offer to buy securities in any jurisdiction, including the United States, or to or for the account or benefit of U.S. persons absent U.S. registration or an applicable exemption therefrom, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.

Explor Resources Inc. is a publicly listed company trading on the TSX Venture (EXS), on the OTCQX (EXSFD) and on the Frankfurt and Berlin Stock Exchanges (E1H1).

This Press Release was prepared by Explor. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the Policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release.

About Explor Resources Inc.

Explor Resources Inc. is a Canadian-based natural resources company with mineral holdings in Ontario, Québec, 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 Québec with approximately 33% in Ontario and 67% in Québec. 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.

This document may contain forward-looking statements relating to Explor's operations or to the environment in which it operates. Such statements are based on operations, estimates, forecasts and projections. They are not guarantees of future performance and involve risks and uncertainties that are difficult to predict and may be beyond Explor's control. A number of important factors could cause actual outcomes and results to differ materially from those expressed in forward-looking statements, including those set forth in other public filling. In addition, such statements relate to the date on which they are made. Consequently, undue reliance should not be placed on such forward-looking statements. Explor disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws.

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