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TORONTO, ON / ACCESS Newswire / February 25, 2026 / Eloro Resources Ltd. (TSX:ELO)(OTCQX:ELRRF)(FSE:P2QM) ("Eloro" or the "Company") is pleased to announce that as a result of strong investor demand, the Company and Red Cloud Securities Inc. ("Red Cloud") have agreed to increase the size of its previously announced "bought deal" private placement (the "Underwritten Offering") from gross proceeds of C$10,000,120 to gross proceeds of C$15,000,180. Pursuant to the upsized Underwritten Offering, Red Cloud and Cantor Fitzgerald Canada Corporation, as co-lead underwriters and joint bookrunners on behalf of a syndicate of underwriters (the "Underwriters"), will purchase for resale 5,769,300 common shares of the Company (the "Offered Shares") at a price of C$2.60 per Offered Share (the "Offering Price").
The Company will grant to the Underwriters an option, exercisable up to 48 hours prior to the Closing Date (as defined herein), to purchase for resale up to an additional 769,300 Offered Shares at the Offering Price for additional gross proceeds of up to C$2,000,180 (the "Over-Allotment Option"). The Underwritten Offering and the Offered Shares issuable upon exercise of the Over-Allotment Option shall be collectively referred to as the "Offering".
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.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), up to 2,307,692 Offered Shares will be offered for sale to purchasers resident in all of the provinces of Canada except Québec pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"). The Offered Shares sold pursuant to the Listed Issuer Financing Exemption are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The Offered Shares will also be offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction. The Offered Shares will be offered to purchasers outside of Canada pursuant to an exemption from the prospectus requirements in Canada available under OSC Rule 72-503 and, accordingly, the Offered Shares to be issued pursuant to the Offering to purchasers outside of Canada are not expected to be subject to a four-month hold period in Canada. All Offered Shares not issued pursuant to the Listed Issuer Financing Exemption or under OSC Rule 72-503 will be subject to a hold period in Canada in accordance with applicable Canadian securities law, expiring four months and one day following the Closing Date.
An amended and restated offering document (the "Amended Offering Document") related to the Offering will be made available under the Company's profile at www.sedarplus.ca and on the Company's website at www.elororesources.com. Prospective investors should read this Amended Offering Document before making an investment decision.
The Offering is scheduled to close on March 6, 2026 (the "Closing Date"), or such other date as the Company and Red Cloud 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.
The securities offered in the Offering have not been, and will not be, registered under 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 precious and base-metal properties in Bolivia, Peru and Quebec. Eloro, through its Bolivian subsidiary, Minera Tupiza SRL, has a 99% joint venture interest and a 100% economic participation 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. A 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 Offering, 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 Amended 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.
SOURCE: Eloro Resources Ltd.
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