P2QM Eloro Resources Ltd

Eloro Resources Ltd. (“Eloro” or the “Company”) (TSX: ELO; OTCQX: ELRRF; FSE: P2QM) is pleased to announce a non-brokered prospectus exempt offering (the “Offering”) of up to 3,300,000 units of the Company at a price of C$1.20 per Unit for gross proceeds of up to C$3,960,000, pursuant to the listed issuer financing exemption available under Part 5A of National Instrument 45-106 – Prospectus Exemptions (the “Listed Issuer Exemption”). There is an offering document relating to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at www.elororesources.com. Prospective investors should read this offering document before making an investment decision.

Each Unit will consist of one common share of the Company (a “Common Share”) and one common share purchase warrant of the Company (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of C$2.00, with the expiry date of each Warrant being the date which is the earlier of (a) two years following the date of the first closing under the Offering, or (b) two business days after completion of a Change of Control of the Company; provided that in the event that the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange is at ‎‎least C$3.00 per share for a period of five consecutive trading days (the “Triggering ‎Event”), the expiry date of the Warrants may be ‎accelerated by the Company to a date that is not less than 30 days after the date of issuance by the Company of a press release disclosing the occurrence of the ‎Triggering Event.

The Company intends to use the net proceeds from the Offering for (a) a property option payment with respect to the Iska Iska project, (b) continued exploration and development of the Iska Iska project, and (c) general corporate purposes and working capital.

The Offering is expected to close on or about March 27, 2024, or such earlier or later date as Eloro may determine. Completion of the Offering is subject to certain conditions including, but not limited to, a minimum of 2,800,000 Units for gross proceeds of C$3,360,000 (or such greater amount as Eloro may determine) being sold under the Offering, and the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.  

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 news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the 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, through 98% owned Minera Tupiza SRL, has an option to acquire a 100% 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 the Lagunas Norte Gold Mine and the 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 closing of the Offering, the minimum Offering amount, the proposed use of proceeds from the Offering, and Toronto Stock Exchange approval). 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.