Explorator Resources Inc.
TSX VENTURE : EXO

Explorator Resources Inc.

February 17, 2009 17:46 ET

Explorator Receives Conditional Approval for Sale of a 51% Interest in Its Chilean Subsidiary and for Proposed Private Placement

TORONTO, ONTARIO--(Marketwire - Feb. 17, 2009) - Explorator Resources Inc. ("Explorator" or the "Company") (TSX VENTURE:EXO) is pleased to report that it has received conditional approval from the TSX Venture Exchange for both the proposed acquisition by Sociedad Punta del Cobre S.A. ("SPC") of a 51% interest in Explorator Chile (currently Explorator's 100% owned subsidiary) in exchange for a payment of US$17 million (the "Agreement") and the proposed purchase by SPC of CAD$1,779,999.91 worth of common shares of Explorator through its participation in a non-brokered private placement of common shares priced at CAD$0.1475 per common share (the "Private Placement"). For further details on the Agreement and the Private Placement, please see the Company's press release dated January 20, 2009. A copy of the Agreement and the private placement agreement are available under Explorator's profile on SEDAR (www.sedar.com).

One of the conditions that the TSX Venture Exchange has made for the final approval of the Agreement and the final approval of the Private Placement is the approval for the transactions by the shareholders of Explorator. Approval from the shareholders of Explorator for the Private Placement is required as, in the opinion of the TSX Venture Exchange, the successful completion of the private placement with SPC (assuming no exercises of outstanding options and warrants of Explorator) would result in SPC being a "control block shareholder" holding 18.02% of the Company's then issued and outstanding common shares (or approximately 15.40% on a fully diluted basis). As stated in the press release dated January 20, 2009, each member of the Board of Directors and certain shareholders of Explorator (representing 47.42% of the issued and outstanding common shares of Explorator) have agreed to irrevocably support the Agreement and the Private Placement. In order to avoid the costs of a shareholders meeting, the Company has proposed (and the TSX Venture Exchange has accepted) that the Company provide evidence of shareholder approval through written consent. A copy of the sharheolders' written consent form has been filed on SEDAR and shareholders are encouraged to support the Agreement and Private Placement by completing the consent form and returning it to the Company by fax at 416-366-7596 or fax 416-366-7405.

THE COMMON SHARES TO BE ISSUED UNDER THE PROPOSED PRIVATE PLACEMENT 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.

About Explorator Resources

Explorator Resources is a Canadian-based mining exploration company focused on advancing its El Espino Copper-Gold Project in Chile. The Company is currently completing a scoping study on the Project. The Project lies within the prolific copper-gold mineral area of the Cordillera de la Costa and is central to an important cluster of "Candelaria-style" copper-gold deposits. It is located 3.5 hours drive north of Santiago. The El Espino project block covers 75 square kilometres and is host to major gold and copper mineralized structures on which nine small operating mines have been developed.

REGULATORY FOOTNOTE

Mr. Michael Schuler, Explorator's Vice President, Exploration is the "Qualified Person" as defined under National Instrument 43-101 and is responsible for the scientific and technical work on Explorator'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. It employs a variety of international standards for quality control purposes. Samples are transported from the project to the ALS Chemex laboratory in La Serena sample 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), and (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 is identified by words such as "estimates", "intends", "expects", "believes", "may", "will" and includes, 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. These statements are based on management's current expectations and beliefs and 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 public 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.

Contact Information