/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES OF
AMERICA/
Trading Symbol: TSX-V: ERA
Shares Issued: 17,853,163
HALIFAX,
Jan. 28, 2014 /CNW/ - Elcora
Resources Corp. ("Elcora" or the "Company") announces the Company
has amended its previously announced binding letter of intent
("LOI") to acquire all of the issued and outstanding common shares
of Graphene Corp. (PvT) Ltd., a Sri Lankan company
("Graphene"). Graphene is the owner of exploration
application licenses for 100 metric grid units located in
Sri Lanka covering approximately
100 square kilometers (the "Graphite Claims"). Elcora will instead
enter into an option agreement with Graphene to acquire the
Graphite Claims (the "Option Agreement"). The acquisition of
the Graphene common shares does not involve a Non Arms Length
Party.
Elcora has completed a Geological Report
compliant with National Instrument 43-101 for the Graphite Claims
and submitted it to the TSX Venture Exchange (the "Exchange") for
review. Elcora continues to conduct due diligence on the
Graphite Claims.
The Amended Transaction
Elcora will enter into the Option Agreement with
Graphene. Pursuant to the terms of the Option Agreement,
Elcora may earn a 100% interest in the Graphite Claims by making
cash payments totaling $2,250,000 US
over 28 months (the "Transaction") payable to Graphene as option
payments as follows:
| DATE OF PAYMENT |
AMOUNT OF PAYMENT |
| On the Closing Date |
$150,000 |
| 6 months after the Closing Date |
$150,000 |
| 13 Months after the Closing Date |
$250,000 |
| 18 months after the Closing Date |
$500,000 |
| 24 months after the Closing Date |
$500,000 |
| 28 months after the Closing Date |
$700,000 |
Elcora will not issue any common shares as
consideration pursuant to the Transaction.
The Transaction is subject to TSX Venture
Exchange (the "Exchange") and other regulatory approvals. As well,
closing is subject to satisfactory due diligence by the Company, a
geological report compliant with National Instrument 43-101 being
approved by the Exchange, execution of a definitive option
agreement and other customary approvals for transactions of this
type.
Private Placement
Elcora also intends to complete a non-brokered
private placement offering at $0.16
per common share with a full warrant attached entitling the holder
to acquire one common share of Elcora for $0.30 for 18 months (the "Offering") for a
minimum offering of $500,000 by
issuing 3,125,000 common shares of Elcora and a maximum offering of
$1,500,000 by issuing 9,375,000
common shares of Elcora.
The Offering is subject to certain conditions,
including but not limited to the receipt of all required regulatory
approvals and consents, including the approval of the
Exchange. The securities issued pursuant to the Offering will
be subject to a hold period expiring four months and one day after
the closing of the Offering in accordance with applicable
securities laws and, if required, the policies of the Exchange.
As previously announced on December 20, 2012, Elcora entered into an option
agreement with Mantis Mineral Corp. ("Mantis") (CNSX:MNY).
Pursuant to the terms of the option agreement, Elcora may earn a
51% interest in the Cree Lake Claims by making cash payments
totaling $50,000, issuing 3,000,000
common shares and completing work programs on the Cree Lake Claims
with a total value of a minimum of $1,213,600 over a four year period.
Pursuant to this option agreement, Elcora has exercised its option
to continue to explore the Cree Lake Claims until December 31, 2014. Mantis has agreed to
amend the option agreement and accept 400,000 common shares of
Elcora as consideration for the exercise of the option agreement to
December 31, 2014.
Trading of Elcora's stock has been halted and
will remain halted, pursuant to Exchange Policy.
CAUTIONARY STATEMENT:
The TSX Venture Exchange does not accept
responsibility for the adequacy or accuracy of this release.
No stock Exchange, securities commission or other regulatory
authority has approved or disapproved the information contained
herein. This News Release includes certain "forward-looking
statements". All statements other than statements of
historical fact, included in this release, including, without
limitation, statements regarding potential mineralization and
reserves, exploration results, and future plans and objectives of
Elcora, are forward-looking statements that involve various risks
and uncertainties. There can be no assurance that such
statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such
statements. Important factors that could cause actual results
to differ materially from Elcora's expectations are exploration
risks detailed herein and from time to time in the filings made by
Elcora with securities regulators.
Investors are cautioned that, except as disclosed in the
filing statement prepared in connection with the transaction, any
information released or received with respect to the transaction
may not be accurate or complete and should not be relied
upon.
SOURCE Elcora Resources Corp.