Explor Resources Inc (TSX-V:EXS)
Shares Issued 110,747,074
Last Close 9/22/2011
.355
Friday September 23 2011 - News Release
Mr. Christian Dupont reports
EXPLOR CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT
Explor Resources Inc. has closed yesterday, the first tranche of a private placement with Industrial Alliance Securities Inc. (the "Agent"), which consisted of an aggregate amount of CDN $7,525,000. This is the first closing of a maximum offering of $7,000,000 in flow-through financing and of a maximum of $2,500,000 in equity financing (the "Offering"). The aggregate gross proceeds from this first tranche of the Offering represent the sale of: (i)1,000,000 units of Explor (the "Units") (out of a maximum offering of 6,250,000 Units) issued on a non-flow-through basis, sold at a price of
.40 per Unit, where each Unit is comprised of one common share in the capital of the Company (a "Common Share") and one-half (1/2) of a Common Share purchase warrant (a "Warrant"); and (ii) 14,250,000 units of Explor issued on a flow-through basis (the "Flow-Through Units") (exceeding the maximum of 14,000,000 Flow-Through Units) sold at a price of
.50 per Flow-Through Unit, where each Flow-Through Unit is comprised of one flow-through Common Share (a "Flow-Through Share") and one-half (1/2) of one Warrant. Each full Warrant entitles its holder to purchase one additional Common Share at a price of
.60 for a period of eighteen (18) months from the Closing Date. Should the volume weighted average closing price of the Company's Common Shares, as traded on the TSX Venture Exchange, exceed
.65 per Common Share for more than 20 consecutive trading days following the date that is four months and one day after the Closing Date, the Company may accelerate the term of the Warrants included in the Flow-through Units and in the Units to the date which is 20 days following the date a press release is issued by Explor announcing the reduced Warrant term.
The aggregate amount subscribed pursuant to this first closing includes the partial exercise of the over-allotment option of 15% of the Flow-Through Units sold pursuant to the Offering, for an amount of 250,000 Flow-Through Units. The Company expects to close a second tranche of the Offering on or about October 14, 2011.
The Agent received: (i) a cash commission of 7% of the aggregate gross proceeds received from the sale of Units and Flow-through Units; and (ii) non-transferable compensation options to acquire such number of Common Shares equal to 4% of the aggregate number of Units and Flow-through Units sold under the Offering, exercisable in whole or in part at the price of the Units for a period of 18 months from the Closing Date.
The Company will use the net proceeds of the Flow-Through Shares to incur exploration expenditures on the Company's properties located in Ontario.
The securities issued pursuant to this Offering are subject to a hold period of four months and a day from the Closing Date, expiring on January 23, 2012. This Offering is subject to the final approval of the TSX Venture Exchange.
We seek Safe Harbor.