Eloro Resources Ltd.
TSX VENTURE : ELO
FRANKFURT : P2Q

Eloro Resources Ltd.

August 28, 2015 16:10 ET

Eloro Resources Announces Financing and Proposed Shares-for-Debt Transaction

TORONTO, ONTARIO--(Marketwired - Aug. 28, 2015) - Eloro Resources Ltd. (TSX VENTURE:ELO)(FRANKFURT:P2Q) ("Eloro" or the "Corporation") is pleased to announce it has arranged a non-brokered private placement (the "Private Placement") of up to 1,250,000 units of Eloro at a price of $0.12 per unit ("Units") for proceeds of up to $150,000.

Each Unit will consist of one common share ("Common Share") and one half of one Common Share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder to purchase one Common Share at a price of $0.24 per share for a term of 24 months following the closing of the Private Placement.

The proceeds of the Private Placement will be used for working capital purposes and to finance exploration efforts on Eloro's optioned La Victoria Property in Peru. The Private Placement is subject to approval by the TSX Venture Exchange. Certain directors and officers of the Corporation may participate in the Private Placement. All securities issued pursuant to the Private Placement will be subject to the applicable statutory four month hold period.

Eloro also announces its intention to proceed with a shares-for-debt transaction (the "Shares-for-Debt Transaction") in which Eloro proposes to issue up to 2,966,667 Common Shares at a price of $0.12 per Common Share to settle debts of $356,000. The transaction is being undertaken by Eloro in order to conserve capital and improve the Corporation's balance sheet while global financial markets remain turbulent and financing junior exploration companies remains difficult. Insiders of Eloro intend to participate in the Shares-for-Debt Transaction wherein it is proposed that 2,816,667 Common Shares could be issued to insiders who are related parties ("Related Parties") of the Corporation to satisfy outstanding amounts owed for management fees to the Company's executives.

In accordance with the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the proposed Shares-for-Debt Transaction with "insiders" who are Related Parties requires the approval of a majority of the disinterested shareholders of the Corporation who vote on the applicable resolution at a meeting of the shareholders. Disinterested shareholder approval will be sought by the Corporation at its forthcoming annual and special shareholders meeting, scheduled for September 30, 2015. In addition to disinterested shareholder approval, the completion of the Shares-for-Debt Transaction is subject to the receipt of all regulatory approvals including that of the TSX Venture Exchange. Any securities to be issued by Eloro pursuant to the proposed Share-for-Debt Transaction would be subject to a 4-month hold period.

About Eloro Resources Ltd.

Eloro is an exploration and mine development company with a portfolio of gold properties in Peru and base-metal properties in northern and western Quebec. Eloro has been granted an option to acquire a 60% interest in La Victoria property, located in the North-Central Mineral Belt of Peru. The La Victoria Property is free of royalties and consists of two adjacent, but not contiguous, properties totalling eight mining concessions encompassing approximately 35 square kilometres. The La Victoria Property is within 50 kilometres of several producing mines, with three producers visible from the property, which has good infrastructure with road-access and nearby sources of water and electricity.

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.

Contact Information

  • Eloro Resources Ltd.
    Jorge Estepa
    Vice-President
    (416) 868-9168