Eloro Resources Announces Brokered Private Placement for Gross Proceeds of up to C$5.0 Million

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/EIN News/ -- TORONTO, March 27, 2025 (GLOBE NEWSWIRE) -- Eloro Resources Ltd. (TSX: ELO; OTCQX: ELRRF; FSE: P2QM) (“Eloro” or the “Company”) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc., to act as lead agent and sole bookrunner on behalf of a syndicate of agents (collectively, the “Agents”), in connection with a best efforts private placement (the "Marketed Offering") for aggregate gross proceeds of up to C$5,000,000 from the sale of up to 5,263,158 units of the Company (the “Units”) at a price of C$0.95 per Unit (the “Offering Price”).

Each Unit will consist of one common share of the Company (each, a “Unit Share”) and one half of one common share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant shall entitle the holder to purchase one common share of the Company (each, a “Warrant Share”) at a price of C$1.40 at any time on or before that date which is 36 months after the Closing Date (as herein defined).

The Agents will have an option, exercisable in full or in part, up to 48 hours prior to the Closing Date, to sell up to an additional 1,052,632 Units at the Offering Price for up to an additional C$1,000,000 in gross proceeds (the "Agents’ Option", and together with the Marketed Offering, the “Offering”).

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), up to 5,894,737 Units that may be sold under the Offering (the “LIFE Units”) will be offered for sale to purchasers in all of the provinces of Canada other than Québec (the “Canadian Selling Jurisdictions”) pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The Unit Shares and Warrant Shares underlying the LIFE Units are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.

All other Units sold under the Offering (the “Non-LIFE Units”) may be issued to: (i) purchasers in the Canadian Selling Jurisdictions pursuant to the “accredited investor” and “minimum amount investment” exemptions under NI 45-106, and (ii) purchasers outside of Canada, including to purchasers resident in the United States pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended. The Unit Shares and Warrant Shares issuable from the sale of any Non-LIFE Units to (i) Canadian purchasers will be subject to a hold period in Canada ending on the date that is four months plus one day following the Closing Date, and (ii) to purchasers outside of Canada may be subject to resale restrictions in such jurisdictions outside of Canada pursuant to the securities laws of such jurisdictions. Purchasers are advised to consult their own legal advisors in this regard.

The Company intends to use the net proceeds of the Offering for continued exploration and development of the Iska Iska project in southern Bolivia as well as general corporate purposes and working capital.

The Offering is scheduled to close on April 8, 2025 (the “Closing Date”), or such other date as the Company and the Agents may agree. Completion of the Offering is subject to certain conditions including, but not limited to the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.

There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.elororesources.com. Prospective investors should read this offering document before making an investment decision.

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 Québec. Eloro 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. An 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 anticipated closing date of the Offering, the intended use of proceeds from the Offering and the filing of the offering document). 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.