Eloro Resources Ltd.
TSX VENTURE : ELO
FRANKFURT : P2Q

Eloro Resources Ltd.

December 23, 2010 16:26 ET

Eloro Resources Announces Results of Annual and Special Meeting of Shareholders and First Closing of Its Previously Announced Private Placement

TORONTO, ONTARIO--(Marketwire - Dec. 23, 2010) - Eloro Resources Ltd. (TSX VENTURE:ELO)(FRANKFURT:P2Q)("Eloro" or the "Company") is pleased to announce the results of its Annual and Special Meeting of Shareholders held on December 20, 2010 (the "Meeting") and the closing of its previously announced private placement of flow-through units. Eloro has also closed the first tranche of the non-flow-through component of its previously announced unit financing. Eloro expects the remaining portion of the private placement of non-flow-through units of Eloro, at a price of $0.08 per unit, to close later this year or in early January, 2011.

Results of Annual and Special Meeting of Shareholders

Eloro is pleased to announce that at the Meeting its shareholders approved the acquisition (the "Acquisition") of Megastar Development Corp.'s ("Megastar") Simkar Gold Property near Val d'Or, Quebec (the "Simkar Property") in exchange for the issuance of 70,000,000 of the Company's common shares (the "Common Shares") to Megastar on a pre-consolidation basis. The Acquisition closed in escrow on November 18, 2010 and the signed closing documents are currently being held in escrow pending the occurrence of certain conditions. Eloro is currently working with Megastar and the TSX Venture Exchange ("TSXV") to satisfy the remaining conditions so that the closing documents can be released from escrow and the Simkar Property transferred from Megastar to Eloro as soon as possible.

Eloro's shareholders also approved the consolidation in the number of issued and outstanding Common Shares of the Company on the basis of one (1) new share for up to three (3) old shares and for the associated change of the Company's name, if considered necessary or advisable by the board of directors of the Company. If Eloro proceeds with the share consolidation on the basis of one (1) new share for three (3) old shares, the 70,000,000 pre-consolidation Common Shares issued to Megastar would be converted into approximately 23,333,333 post-consolidation Common Shares. Eloro's board of directors does not intend to proceed with the Eloro share consolidation at this time.

The shareholders of Eloro also approved all of the annual business that came before the Meeting.

Private Placement of Flow-Through Units and Non Flow-Through Units

Eloro is also pleased to announce that it has successfully completed the flow-through component of its previously announced private placement (the "Flow-Through Private Placement") (see Eloro's news release dated November 11, 2010). An aggregate of 13,020,000 flow-through units were sold at a price of $0.10 per flow-through unit ("F-T Unit") for gross proceeds of $1,302,000, which means that the Flow-Through Private Placement was oversubscribed. Each F-T Unit is comprised of one Common Share issued on a "flow-through" basis under the Income Tax Act (Canada) ("ITA") and one half of one Common Share purchase warrant (the "F-T Warrants") issued on a "flow-through" basis under the ITA. Each whole F-T Warrant entitles the holder to purchase one non-flow-through Common Share of the Company at a price of $0.20 per share for a term of 18 months provided that, if the closing price for the Common Shares on the TSXV is at least $0.30 per share for 20 consecutive trading days (following the expiry of the four month hold period), the F-T Warrants will expire unless they are exercised within ten business days (or such longer period of time as the Company may provide) after the Company provides notice to accelerate the expiry date.

In connection with the Flow-Through Private Placement, four arm's length finders received as compensation 7% cash commission aggregating $74,100.

Eloro wishes to announce that it has issued 6,005,000 non flow-through units ("Units") at a price of $0.08 per Unit for gross proceeds of $480,400. Each Unit is comprised of one Common Share and one half of one Common Share purchase warrant (the "Unit Warrants"). Each whole Unit Warrant entitles the holder to purchase one non-flow-through Common Share of the Company at a price of $0.16 per share for a term of 18 months provided that, if the closing price for the Common Shares on the TSXV is at least $0.24 per share for 20 consecutive trading days (following the expiry of the four month hold period), the F-T Warrants will expire unless they are exercised within ten business days (or such longer period of time as the Company may provide) after the Company provides notice to accelerate the expiry date. As a consequence of the over-subscription of the Flow-Through Private Placement, Eloro is reducing the maximum amount of Units issuable pursuant to the Non Flow-Through Private Placement to 8,725,000 Units for maximum gross proceeds of up to $698,000. Together with the Flow-Through Private Placement this represents gross proceeds of up to $2,000,000 with the Company already receiving $1,782,400 in aggregate. 

In connection with the Non Flow-Through Private Placement, three arm's length finders received as compensation 7% cash commission aggregating $11,788.

The net proceeds of the Flow-Through Private Placement will be used to finance exploration at the Simkar Property. The net proceeds of the Non Flow-Through Private Placement will be used to finance exploration at the Simkar Property as well as for general corporate purposes. All the securities issued pursuant to the Flow-Through Private Placement are subject to a four (4) month hold period. The Private Placement remains subject to TSXV final acceptance.

About Eloro Resources Inc.

Eloro is a junior exploration company focused on discovering and developing precious metals in the Val-d'Or mining camp, as well as quality precious and base metal resources in the James Bay region of northern Quebec. In the James Bay region, Eloro has 11 gold-copper-silver properties (1,062 claims) covering 548 km2 in the La Grande and Eastmain Greenstone Belts, proximal to Goldcorp's Eleonore Gold Project. Eloro also has an option to acquire an undivided 50% interest in the Simkar Property from Megastar; Eloro and Megastar have recently signed an Asset Purchase Agreement, Voting Trust Agreement and other closing documents (in escrow) to complete a business combination pursuant to which Eloro will acquire 100% of the Simkar Property from Megastar in exchange for 70,000,000 Eloro shares, which shares are to be distributed pro rata to Megastar's shareholders (see joint press release dated August 30, 2010).

Information in this news release respecting the proposed financing and the proceeds that may be realized therefrom constitutes forward-looking information. Statements containing forward-looking information express, as at the date of this news release, the companies' 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 company. Forward-looking statements and information are based on assumptions that financing and personnel will be available when required and on reasonable terms, and all necessary regulatory approvals will be obtained, none of which are assured and each of which is subject to a number of other risks and uncertainties. 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 Inc.
    Thomas G. Larsen
    President and CEO
    (416) 868-9168
    or
    Eloro Resources Ltd.
    Jorge Estepa
    Vice-President
    (416) 868-9168
    www.elororesources.com