ELO Eloro Resources Ltd

Eloro Resources Ltd. (the “Company” or “Eloro”) (TSX-V: ELO; OTCQX: ELRRF; FSE: P2QM) announces that it has closed today its previously announced bought deal financing (the “Offering”). Pursuant to the Offering, Eloro issued 3,466,530 units of the Company (the “Units”) at a price of C$3.15 per Unit for total gross proceeds of C$10,919,570. This includes 266,530 Units issued in connection with the partial exercise of the over-allotment option granted to the underwriters under the Offering.

Each Unit comprises one common share in the capital of the Company (each, a “Common Share”) and one-half (1/2) of one Common Share purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one Common Share at a price of C$4.25 at any time on or before the date that is 24 months after the closing date of the Offering.

The Offering was led by Cantor Fitzgerald Canada Corporation (“Cantor”) as lead underwriter and sole bookrunner, with Cormark Securities Inc., Haywood Securities Inc., National Bank Financial Inc., Scotia Capital Inc., and Stifel Nicolaus Canada Inc. (collectively with Cantor, the “Underwriters”) as part of the syndicate of underwriters.

The net proceeds from the Offering will be used for exploration and development at the Company’s projects in Bolivia, and for general working capital and corporate purposes as set out in the Prospectus Supplement (defined below).

As consideration for the services provided by the Underwriters in connection with the Offering, the Underwriters received a cash commission of C$655,174 equal to 6% of the gross proceeds of the Offering.

The Units were offered by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s existing short form base shelf prospectus dated May 11, 2022. The Prospectus Supplement and the related base shelf prospectus are available on the Company’s SEDAR profile at www.sedar.com.

Two directors of the Company participated in the Offering (“Insiders”).  The part of the Offering in respect of the issuance of Units to the Insiders constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”).  A formal valuation was not required under MI 61-101 as the fair market value of the consideration for the transaction involving the Insiders was only C$147,420 and, accordingly, does not exceed 25% of the Company’s market capitalization as of the date of the Offering.  Similarly, minority shareholder approval was also not required under MI 61-101 as the fair market value of the consideration for the transaction involving the Insiders does not exceed 25% of the Company’s capitalization as of the date of the Offering.  The Insiders who participated in the Offering made their decisions to do so close to the completion of the Offering and, given the short timeline for the transaction (it was first announced on January 19, 2023), the Company did not have the opportunity to announce this related party transaction 21 days in advance of closing of the Offering. 

The securities offered in the Offering 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 U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Eloro Resources Ltd.

Eloro is an exploration and mine development company with a portfolio of gold and base-metal properties in Bolivia, Peru and Quebec. Eloro has an option to acquire a 99% interest in the highly prospective Iska Iska Property, which can be classified as a polymetallic epithermal-porphyry complex, a significant mineral deposit type in the Potosi Department, in southern Bolivia. A recent NI 43-101 Technical Report on Iska Iska, which was completed by Micon International Limited, is available on Eloro’s website and under its filings on SEDAR. Iska Iska is a road-accessible, royalty free property. Eloro also owns an 82% 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’s La Arena Gold Mine.

For further information please contact either Thomas G. Larsen, Chairman and CEO, or Jorge Estepa, Vice-President, 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 Company’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 Company (forward-looking statements in this news release include, without limitation, statements regarding the use of proceeds from the Offering). 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. The Company does not intend to update any such forward-looking information, except in accordance with applicable laws.

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.