VAL D'OR, QC, July 17 /CNW Telbec/ - X-ORE Resources Inc. (TSX-V: XOR) announces that it has closed a non-brokered private placement with Palos Capital Pool Fund LLP for Cdn $150,000 aggregate principal amount of convertible debentures. The financing has received conditional approval of the TSX Venture Exchange.

The convertible debentures will have a term of two years from the date of closing and will pay interest at a rate of 12% per annum, payable monthly. Principal in full will be payable on the maturity date. The convertible debenture is secured by X-Ore's ownership of 4.376 million shares of First Gold Exploration Inc (TSX-V: EFG).

The principal outstanding under the convertible debentures is convertible into common shares at a price of Cdn $0.0625 for the first 12 months and thereafter at Cdn $0.10 for the remainder to maturity, representing a premium of 14% and 82% respectively, as of the close of business on July 15, 2009. The principal amount outstanding can be converted any time up to the day immediately preceding the maturity date. All common shares issued upon conversion of the convertible debenture will be subject to a four month hold period commencing on the date of issuance of the convertible debenture, under applicable securities laws.

If X-Ore's common shares trade at a price equal to 200% of the conversion price for 30 consecutive trading days on a volume-weighted average basis, it may, at it's option any time after the expiry of the four months hold period witch commences on the date of issue of the convertible debenture, cause Palos to convert the principal outstanding in whole into common shares. Moreover, X-Ore shall have the right to prepay at any time all and not less than all of the convertible debentures subject to Palos'right to convert the principal amount at the then in effect conversion price and also subject to a penalty equal to three months interest

The net proceeds of this offering of convertible debentures will be used by the Company for working capital purposes.

As part of the Agreement, X-Ore has agreed to issue to Palos Capital Pool 1.2 million common share purchase warrants at an exercise price of Cdn $0.10 per share at any time over a period of 2 years from the date of issuance of the warrants. The warrants and any common shares issued upon exercise of the warrants will be subject to a four month hold commencing on the date of issuance of the warrants under applicable securities laws.

About X-Ore Resources Inc.

X-Ore Resources is a mineral exploration company with 16 properties located in known gold regions of Mexico and Canada, including the Sierra Madre Gold Belt and the Croinor gold project located near Val d'Or, Quebec.

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. This press release contains "forward-looking statements" not based on historical facts. Forward-looking statements express, as of the date of this press release, our estimates, forecast, projections, expectations and opinions as to future events or results. Forward-looking statements herein expressed are reasonable, but involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements. Factors that could cause results or events to differ materially from current expectations expressed or implied by the forward-looking statements include, but are not limited to, fluctuations in the market price of precious metals, mining industry risks, uncertainty as to calculation of mineral resources and requirements of additional financing and the capacity of the Company to obtain financing.