TORONTO, Nov. 26, 2019 - Eloro Resources Ltd. (TSX-V: ELO; FSE: P2Q) (“Eloro” or the “Corporation”) is pleased to announce that it has closed the first tranche of a previously announced (see Eloro news release dated October 22, 2019) non-brokered private placement (the “Private Placement”) for gross proceeds of $305,393, pursuant to the offering of up to 2,000,000 units of Eloro at a price of $0.25 per unit (“Units”) for total aggregate proceeds of up to $500,000. A total of 1,221,570 Units were issued to investors, including an insider and a director/senior officer of Eloro, in connection with the first closing of the Private Placement.
Each of the 1,221,570 Units issued consists of one common share (“Common Share”) and one half of one Common Share purchase warrant (a “Warrant”). Each whole Warrant entitles the holder to purchase one Common Share at a price of $0.50 per share for a term of 18 months from the issuance date.
In connection with this initial closing of the Private Placement, two arm’s length finders received as compensation cash commissions aggregating $8,750 and 36,400 finder’s compensation warrants (“Finder’s Warrants”). Each Finder’s Warrant entitles the holder to purchase one Common Share at a price of $0.50 per share for a term of 18 months from the issuance date.
Given that an insider and director/senior officer of the Corporation participated in the Private Placement, that portion of the Private Placement constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). In its consideration and approval of the Private Placement, the board of directors of the Corporation determined that the Private Placement was exempt from the formal valuation and minority approval requirements of MI 61-101 on the basis that the fair market value of the Common Shares issued to related parties did not exceed 25% of the market capitalization of the Corporation, in accordance with Sections 5.5 and 5.7 of MI 61-101. The Corporation did not file a material change report at least 21 days prior to the anticipated date of completion of the Private Placement due to the Corporation’s determination that it was in the best interests of the Corporation to avail itself of the proceeds and complete the Private Placement in an expeditious manner.
The proceeds of the Private Placement will be used for working capital purposes. The Private Placement is subject to final approval by the TSX Venture Exchange. All securities issued pursuant to the Private Placement will be subject to the applicable statutory four-month hold period.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any Units or Common Shares nor shall there be any sales of the Units or Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The Units or Common Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Eloro Resources Ltd.
Eloro is an exploration and mine development company with a portfolio of gold and base-metal properties in Peru and Quebec. Eloro owns a 90% interest in the La Victoria Gold/Silver Project, located in the North-Central Mineral Belt of Peru some 50 km south of Barrick's Lagunas Norte Gold Mine and Pan American Silver Corp.'s La Arena Gold Mine. La Victoria consists of eight mining concessions and eight mining claims encompassing approximately 89 square kilometres. The property has good infrastructure with access to road, water and electricity and is located at an altitude that ranges from 3,100 m to 4,200 m above sea level.
For further information please contact Jorge Estepa, Vice-President of Eloro Resources Ltd. at (416) 868-9168.
Information in this news release may contain forward-looking information. Statements containing forward-looking information express, as at the date of this news release, the Corporation's plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results and are believed to be reasonable based on information currently available to the Corporation. There can be no assurance that forward-looking statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking information. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
