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Message: Eloro AcquireS Louvicourt Township Gold Property in a Share Exchange With a KWG
Eloro to Acquire Louvicourt Township Gold Property in a Share Exchange With a KWG Resources Subsidiary
Press Release Source: Eloro Resources Ltd. On Wednesday September 14, 2011, 7:30 am
TORONTO, ONTARIO--(Marketwire - Sept. 14, 2011) - Eloro Resources Ltd. (TSX VENTURE:ELO - News; FRANKFURT:P2Q - News; "Eloro" or the "Company") is pleased to announce that KWG Resources Inc. (TSX VENTURE:KWG - News; "KWG") has agreed to exchange all of the outstanding shares and warrants of its wholly-owned subsidiary, 6949541 Canada Inc. ("PQ-Gold"), for shares and warrants of Eloro. PQ-Gold holds eleven contiguous mineral claims in Louvicourt Township, adjacent to Eloro's wholly-owned Simkar Gold Property near Val d'Or, Quebec.
The Louvicourt Township property was previously explored by KWG for its gold potential and KWG retains a 1% NSR in the claims (which NSR increases to 2% if gold is valued at more than US$2000 per troy ounce and to 3% if gold is valued at more than US$3000 per troy ounce).
PQ-Gold's 3.2 million outstanding shares will be exchanged for 3.2 million Eloro Units. Each Eloro Unit will consist of one common share and one half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one Eloro common share at a price of $0.36 per share for a term of 18 months.
PQ-Gold also has issued and outstanding 3.2 million warrants each of which may be exercised to buy one common share from treasury for $1 at any time within 5 years. Under the takeover offer, Eloro will acquire all of these outstanding PQ-Gold warrants in exchange for the issue to KWG of an equal number of Eloro warrants having equivalent exercise terms. It is also a condition of closing that PQ-Gold will have working capital of $300,000 and that Eloro will have partly completed the private placements it recently announced on September 1, 2011. The transactions contemplated herein are subject to the formal completion of all documentation satisfactory to both parties and all required regulatory and board approval, including that of the TSX Venture Exchange.
"The Louvicourt Township property is a very strategically located asset," said Eloro President and C.E.O. Thomas Larsen. "With Eloro's adjacent Simkar property and the exploratory work underway at that project, it is a highly attractive rationalization opportunity. We are very committed to advancing both quality assets, which benefit from being located in one of the world's premier gold camps."
About Eloro Resources
Eloro Resources is an exploration and mine development company with a portfolio of gold and base metal properties in northern and western Quebec. The Company is focused on expanding the historic gold resources at its wholly-owned past-producing Simkar gold mine property ("Simkar Property"). The Simkar Property consists of two contiguous mining concessions totaling 226 hectares in Louvicourt Township, approximately 20 km east of Val-d'Or, Quebec. Since 2009, Eloro has completed 15,035 m of drilling on the Simkar Property and has identified two new mineralized zones below the historic workings and two near surface zones in a diorite unit south of the historic workings.
Eloro plans to pursue exploration work at the Simkar Property with the objective to outline quality gold resources in an established mining camp.
Information in this news release respecting the proposed financing and the proceeds that may be realized therefrom constitutes forward-looking information. Statements containing forward-looking information express, as at the date of this news release, the companies' 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 and information are based on assumptions that financing and personnel will be available when required and on reasonable terms, and all necessary regulatory approvals will be obtained, none of which are assured and each of which is subject to a number of other risks and uncertainties. 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 nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Thomas G. Larsen
Eloro Resources Ltd.
President and CEO
Eloro Resources Ltd.
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