Eloro Resources Announces First Closing of its Previously Announced Financing
Eloro Resources Announces First Closing of its Previously Announced
Financing
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Toronto, Canada, November 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 priv ate 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 Elor o, 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 Priv ate 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/seni or officer of the Corporation partic ipated in the Private Placement, that
portion of the Private Placement constituted a "related par ty transaction" within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Ho lders in Special Transact ions (“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 ac cordance 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 Placemen t will be used for working capital pur poses. 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 registrati on or qualification under the securities laws of such
jurisdiction. The Units or Common Shares have not b een 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.
20 Adelaide Street East, Suite 200, Toronto, Ontario CANADA M5C 2T6 Tel.: (416) 868-9168 Fax: (416) 361-1333
TSX.V Symbol: ELO www.elororesources.com
About Eloro Resources Ltd.
Eloro is an exploration and mine development company wi th 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 mi ning concessions and eight mining claims encompassing
approximately 89 square kilometres. The property has goo d 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-look ing information. Statements c ontaining forward-looking
information express, as at the date of this news release, the Corporation's plans, estima tes, 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 it s Regulation Services Provider (as that term is defined in
the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.