TORONTO, ONTARIO--(Marketwired - Aug. 5, 2016) - Eloro Resources Ltd. (TSX VENTURE:ELO)(FRANKFURT:P2Q) ("Eloro") and Tartisan Resources Corp. (CSE:TTC) ("Tartisan") are pleased to announce the execution and delivery of a binding Purchase and Sale Agreement (the "Agreement") with respect to the proposed purchase by Eloro (the "Transaction") of Tartisan's 100% interest in La Victoria property ("La Victoria" or the "Property") as previously announced on May 30, 2016. The Property, currently consisting of 8 mineral concessions totalling approximately 35.9 km2 together with 3 mineral claims totalling 15 km2, is held by a Peruvian-based Tartisan subsidiary and is located in Huandoval District, Pallasca Province, Ancash Department, in the North-Central Mineral Belt of Peru.
Pursuant to the terms of the Agreement and as consideration for the Property, Eloro has agreed to: i) issue 6 million common shares (the "Shares") and 3,000,000 warrants (the "Warrants") with limited transferability, ii) make staged cash payments totalling C$350,000, and iii) grant Tartisan a 2% royalty interest (the "Royalty"), half of which can be repurchased by Eloro for C$3 million to reduce the Royalty to 1%.
Transaction Highlights
The Transaction would create a new "Control Person" in Eloro, pursuant to applicable securities legislation, as it is proposed that Eloro issue Tartisan 6 million Shares and 3 million Warrants (representing 22.4% of the Shares of Eloro on a non-diluted basis, and 30.2% of the Shares of Eloro on a partially-diluted basis, assuming the exercise of only the Warrants held by Tartisan). In accordance with the policies of the TSX Venture Exchange ("TSXV"), disinterested shareholder approval is required for the creation of a new Control Person.
The Transaction remains subject to several conditions, including: (i) the receipt of all necessary approvals, including the approval of the TSXV for Eloro; (ii) the completion of a National Instrument ("NI") 43-101 Technical Report on La Victoria by Eloro; and (iii) shareholder approval from the shareholders of Eloro. Eloro will be making a submission to the TSXV in order to obtain conditional approval for the Transaction and will proceed with obtaining the required shareholder approval for the issuance of the securities pursuant to the Transaction. A NI 43-101 report on La Victoria is currently being drafted. Any securities to be issued by Eloro pursuant to the proposed Transaction would be subject to a 4-month hold period.
La Victoria Property, Peru
The La Victoria Property is free of royalties and consists of properties totalling eight mining concessions encompassing approximately 35.9 square kilometres together with 3 mineral claims totalling 15 square kilometres. The La Victoria Property is within 50 kilometres of several producing mines, with three producers visible from the Property. The Property has good infrastructure with road-access and nearby sources of water and electricity. It is located at an altitude that ranges from 3,100 m to 4,200 m above sea level.
About Eloro Resources Ltd.
Eloro is an exploration and mine development company with a portfolio of gold and base-metal properties in northern Peru and western Quebec. Eloro recently announced its proposed acquisition of a 100% undivided interest in the La Victoria property, located in the prolific North-Central Mineral Belt of Peru. The La Victoria Property consists of properties totalling eight mining concessions encompassing approximately 35.9 square kilometres together with 3 mineral claims totalling 15 square kilometers. The Property is within 50 kilometres of several producing gold mines, with three producers visible from the property. Infrastructure in the area is good with access to road, water and electricity and is located at an altitude that ranges from 3,100 m to 4,200 m above sea level.
About Tartisan Resources Corp.
Tartisan is a mineral exploration and development company based in Toronto, Canada with an emphasis on properties in Peru. The company owns the La Victoria property located in the northern Ancash Department, Peru. La Victoria property is located within 50 km of several producing mines including: La Arena owned by Tahoe Resources, Lagunas Norte (Alto Chicama) owned by Barrick Gold Corporation and Santa Rosa owned by Compañia Minera Aurífera Santa Rosa (COMARSA).
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 Corporation'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 Corporation. 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.
Neither the TSXV, CSE nor its Regulation Services Provider (as that term is defined in the policies of the TSXV or CSE) accepts responsibility for the adequacy or accuracy of this release.
Eloro Resources Ltd.
Thomas G. Larsen
President and CEO
(416) 868-9168
Eloro Resources Ltd.
Jorge Estepa
Vice-President
(416) 868-9168
Tartisan Resources Corp.
Mark Appleby
CEO
(416) 804-0280