Eloro Resources Ltd. (TSX-V:ELO) (FRANKFURT:P2Q) and Tartisan Resources Corp. (CSE:TTC) are pleased to announce that they have entered into a Letter of Intent Agreement for Eloro to acquire Tartisan’s 100% undivided interest in La Victoria property in consideration for: i) 6 million common shares and 3,000,000 non-transferable warrants ii) staged cash payments totalling C$350,000, and iii) the granting of a 2% royalty interest half of which (1%) can be repurchased by Eloro for C$3 million. The Property, consisting of 8 mineral concessions totalling approximately 34.4 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. On completion of the proposed Transaction, Eloro will hold an undivided 100% interest in the Property, subject to the Royalty.
The proposed 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 3,000,000 Warrants (representing 22.8% of the Shares of Eloro on a non-diluted basis, and 30.7% of the Shares of Eloro on a partially-diluted basis, assuming the exercise of only the Warrants). In accordance with the policies of the TSX Venture Exchange disinterested shareholder approval is required for the creation of a new Control Person.
The Transaction remains subject to several conditions, including: (i) the satisfactory completion of a due diligence review of the Property by Eloro, (ii) the completion and execution of a Definitive Agreement, iii) approval of the Board of Directors of each of Eloro and Tartisan, (iv) the receipt of all necessary approvals, including the approval of the TSXV for Eloro and of the Canadian Securities Exchange for Tartisan, and (v) shareholder approval from the shareholders of Eloro and if applicable, the shareholders of Tartisan. Eloro will be making a submission to the TSXV in order to obtain conditional approval for the Transaction and will schedule an Annual and Special Meeting of its shareholders in order to obtain the required shareholder approval for the issuance of the securities pursuant to the Transaction. 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 two adjacent, but not contiguous, properties totalling eight mining concessions encompassing approximately 34.4 square kilometres. The La Victoria Property is within 50 kilometres of several producing mines, with three producers visible from the Property, which has good infrastructure with road-access and nearby sources of water and electricity.
About Eloro Resources Ltd.
Eloro is an exploration and mine development company with a portfolio of gold properties in Peru and precious and base-metal properties in northern and western Quebec. Eloro has been granted an option to acquire a 60% interest in La Victoria property, located in the North-Central Mineral Belt of Peru.
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).
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