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TORONTO, Oct. 31, 2024 (GLOBE NEWSWIRE) -- Eloro Resources Ltd. (“Eloro” or the “Company”) (TSX: ELO; OTCQX: ELRRF; FSE: P2QM) is pleased to announce that, in connection with its previously announced non-brokered private placement offering (the “Offering”), the Company has closed the second and final tranche of the Offering of 4,200,000 units of the Company (the “Units”) at $0.90 per Unit for gross proceeds of $3,780,000. The Offering included a lead order from the Company’s largest shareholder and strategic investor, Crescat Capital LLC.

Each Unit consists of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant of the Company (each whole purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of C$1.50, with the expiry date of each Warrant being two years following the date of the closing under the Offering.

The Company intends to use the net proceeds from the Offering for continued exploration and development of the Iska Iska project, and general corporate purposes and working capital.

Three insiders of Eloro participated in the Offering (“Insiders”). The part of the Offering in respect of the issuance of Units to Insiders constitutes a “related party transaction” within the meaning of Multilateral Instrument 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 consideration for the transaction involving the Insiders was only C$590,478 and, accordingly, does 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 market value of the consideration for the transaction involving the Insiders does not exceed 25% of the Company’s capitalization as of the date of the Offering. The Company did not file a material change report in respect of the participation of the Insiders in the Offering at least 21 days before closing of the Offering as the participation of the Insiders was not determined at that time.

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.