Eloro Resources Closes C$10.9 Million Bought Deal Financing
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Eloro Resources Closes C$10.9 Million Bought Deal Financing
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR
DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
Toronto, Ontario – January 27, 2023 – 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 266,5 30 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 on e 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 Nic olaus 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 pro spectus 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 Of fering (“ 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 Ins trument 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 con sideration for the transaction involving
the Insiders was only C$147,420 and, accordingly, d oes 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 m arket value of the consideration for the
transaction involving the Insiders does not exceed 25% of the Company’s capitalization as of
20 Adelaide Street East, Suite 200, Toronto, Ontari o CANADA M5C 2T6 Tel.: (416) 868-9168
TSX.V Symbol: ELO www.elororesources.com
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the date of the Offering. The Insiders who partici pated in the Offering made their decisions
to do so close to the completion of the Offering an d, 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 transact ion 21 days in advance of closing of the
Offering.
The securities offered in the Offering have not bee n, 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 compan y 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 proper ty. 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 forwar d-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 Compa ny 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 th e adequacy or accuracy of this
release.