Explor Resources Inc.
TSX VENTURE : EXS
FRANKFURT : E1H
PINK SHEETS : EXSFF

Explor Resources Inc.

August 25, 2011 08:32 ET

Explor Resources Inc.: Private Placement

ROUYN-NORANDA, CANADA--(Marketwire - Aug. 25, 2011) -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

EXPLOR RESOURCES INC. ("Explor" or the "Company") (TSX VENTURE:EXS) (PINK SHEETS:EXSFF) (FRANKFURT:E1H) is pleased to announce a brokered private placement of up to 25,000,000 units of Explor to raise aggregate gross proceeds of up to CDN$10,000,000 (the "Offering"). The Offering is comprised of units of Explor (the "Units") to be issued at a price of $0.40 per Unit, where each Unit is comprised of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant comprised within the Units entitles the subscriber to purchase one additional Common Share at a price which is equal to one hundred fifty percent (150 %) of the Market Price. The Market Price will be the thirty (30) day volume weighted average closing price for the thirty (30) trading days preceding the closing date. The Warrants will be valid for a period of 24 months from the closing date.

The Company has retained a placement agent for the Company (the "Agent") in connection with the proposed Offering to accredited investors from the United States which shall be conducted on a "best efforts" basis. The Agent will receive (i) a cash commission of 7% of the aggregate gross proceeds received from the sale of Units and (ii) non-transferable Common Share purchase warrants (the "Agent Warrants") to acquire such number of Common Shares equal to 10% of the total number of common shares sold in the Offering. The Agent Warrants shall be exercisable at the same price as the Warrant of the Units and shall expire two years from the closing date.

The securities that will be issued pursuant to this Offering will be subject to a holding period of four months and a day from the closing date. This placement is subject to the conditional approval of the TSX Venture Exchange.

This Press Release, required by applicable laws, is not for distribution to U.S. News Services or for dissemination in the United States and does not constitute an offer of the securities described herein. These securities have not been registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. Persons unless registered or exempt therefrom.

Explor Resources Inc. is a publicly listed company trading on the TSX Venture (EXS), on the USA Pink Sheet (EXSFF) and on the Frankfurt Stock Exchange (E1H).

This press release was prepared by Explor Resources Inc.

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.

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.

Neither 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.

Contact Information

  • Explor Resources Inc.
    Christian Dupont, President
    888-997-4630 or 819-797-4630
    819-797-6050 (FAX)
    www.explorresources.com

    Investor Relations:
    Gary Lindsey
    Stratastar Marketing Group LLC
    720-273-6224