/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES OF
AMERICA/
Trading Symbol: TSX-V: ERA
Shares Issued: 17,853,163
HALIFAX,
Nov. 5, 2013 /CNW/ - Elcora Resources
Corp. ("Elcora" or the "Company") announces the Company has signed
a binding letter of intent ("LOI") to acquire all of the issued and
outstanding common shares of Graphene Corp. (PvT) Ltd., a Sri
Lankan company ("Graphene"). Graphene is the owner of
exploration application licenses for 100 metric grid units located
in Sri Lanka covering
approximately 100 square kilometers (the "Graphite Claims").
The acquisition of the Graphene common shares does not involve a
Non Arms Length Party.
Elcora's President and CEO, Troy Grant, commented:
"This is a high-grade graphite prospect that
I believe can bring substantial value and growth to the Company.
Sri Lankan graphite is unique in the world and can be as high as 99
percent pure in the ground. Elcora focused on past graphite
producing areas in Sri Lanka with
known graphite occurrences and chose to acquire these Graphite
Claims in Sri Lanka. Sri
Lankan graphite should enable Elcora to minimize costs and target
high end graphite markets. Our experienced international team
will focus squarely on unlocking the potential of this graphite
property for the shareholders in the coming months."
The Transaction
Under the terms of the LOI, Elcora will pay
$2,250,000 US and issue 6,300,000
common shares of Elcora on the closing date to purchase all of the
shares of Graphene (the "Transaction"). The $2,250,000 shall be payable as follows:
| DATE OF PAYMENT |
AMOUNT OF PAYMENT |
| On the Closing Date |
$350,000 |
| 6 months after the Closing Date |
$400,000 |
| 12 Months after the Closing Date |
$375,000 |
| 18 months after the Closing Date |
$375,000 |
| 24 months after the Closing Date |
$375,000 |
| 28 months after the Closing Date |
$375,000 |
| TOTAL PURCHASE PRICE |
$2,250,000 |
The Transaction is subject to TSX Venture
Exchange (the "Exchange") and other regulatory approvals. As well,
closing is subject to satisfactory due diligence by the Company, a
geological report compliant with National Instrument 43-101 being
completed by Elcora and approved by the Exchange, execution of a
definitive share purchase agreement and other customary approvals
for transactions of this type.
Private Placement
Following conditional acceptance of the
Transaction by the Exchange, Elcora intends to complete a
concurrent non-brokered private placement offering at $0.20 per common share (the "Offering") of a
minimum of $1,125,000 for 6,250,000
common shares of Elcora and a maximum of $1,500,000 for 7,500,000 common shares of
Elcora.
The Offering is subject to certain conditions,
including but not limited to the receipt of all required regulatory
approvals and consents, including the approval of the
Exchange. The securities issued pursuant to the Offering will
be subject to a hold period expiring four months and one day after
the closing of the Offering in accordance with applicable
securities laws and, if required, the policies of the Exchange.
Trading of Elcora's stock has been halted and
will remain halted, pursuant to Exchange Policy 5.3.
CAUTIONARY STATEMENT:
The TSX Venture Exchange does not accept
responsibility for the adequacy or accuracy of this release.
No stock Exchange, securities commission or other regulatory
authority has approved or disapproved the information contained
herein. This News Release includes certain "forward-looking
statements". All statements other than statements of
historical fact, included in this release, including, without
limitation, statements regarding potential mineralization and
reserves, exploration results, and future plans and objectives of
Elcora, are forward-looking statements that involve various risks
and uncertainties. There can be no assurance that such
statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such
statements. Important factors that could cause actual results
to differ materially from Elcora's expectations are exploration
risks detailed herein and from time to time in the filings made by
Elcora with securities regulators.
Investors are cautioned that, except as disclosed in the
filing statement prepared in connection with the transaction, any
information released or received with respect to the transaction
may not be accurate or complete and should not be relied
upon.
(Not for distribution to US wire services or for
dissemination in the United States of
America)
SOURCE Elcora Resources Corp.