/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES OF AMERICA/
Trading Symbol: TSX-V: ERA.P
Shares Issued: 10,250,000
HALIFAX, Dec. 21, 2012 /CNW/ - Troy Grant, President and CEO of ELCORA RESOURCES CORP. (TSXV: ERA.P), (the "Company" or "Elcora"), is pleased to announce that
the TSX Venture Exchange (the "Exchange") has approved Elcora's
previously announced Qualifying Transaction subject to a number of
pre-closing and post-closing conditions. The closing date of Elcora's
Qualifying Transaction and concurrent financing are expected to be
completed on or before January 15, 2013. Elcora's Filing Statement is
available through the internet on SEDAR which can be accessed at www.sedar.com.
Trading of the common shares of Elcora ("Common Shares") was halted at
Elcora's request when it announced its proposed Qualifying Transaction
on October 4, 2012 and will remain halted pending closing of the
Qualifying Transaction and the Exchange's receipt of satisfactory
Elcora has entered into an option agreement with Mantis Mineral Corp.
(CNSX: MYN) ("Mantis") dated December 20, 2012 (the "Agreement") for
the right to acquire a fifty-one percent (51%) undivided interest in
the Cree Lake Gold Property located in Swayze Township, Ontario, (the
"Transaction") consisting of 18 mining claims covering approximately
3,904 hectares (the "Cree Lake Claims"), which claims are subject to a
1.5% net smelter return royalty on mining claim numbers 4203295,
4203275, 4203296 and 4209811.
Pursuant to the Qualifying Transaction Elcora will acquire from Mantis
an option to acquire up to a 51% undivided interest in the Cree Lake
Claims by making cash payments, issuing common shares of Elcora and
conducting work programs on the Cree Lake Claims. 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 $1,000,000
over a four year period.
Elcora may accelerate the cash payments, delivery of common shares and
work programs in order to exercise the option at any time. Elcora may
terminate its obligations and forfeit its rights under the Agreement at
its sole discretion at any time on 30 days notice after completing the
initial requirements of making a cash payment of an aggregate of
$25,000, the delivery of 300,000 common shares of Elcora and the
completion of a work program of a minimum of $213,600 on the Cree Lake
The arms-length Transaction is intended to constitute Elcora's
Qualifying Transaction as defined under the TSX Venture Exchange Policy
2.4, Capital Pool Companies.
Elcora will complete a concurrent private placement financing for a
minimum of $325,000 and a maximum of $500,000 (the "Financing"). The
Financing will be a non-brokered private placement of flow-through
Common Shares priced at $0.20 for a minimum of $0 and a maximum of
$225,000 and Common Shares priced at $0.15 for a minimum of $100,000
and a maximum of $500,000. The current officers and directors of Elcora
may subscribe under the Financing.
This press release was prepared under the supervision of Don Hawke,
M.Sc. P.Geo., who is a Qualified Person as defined under National
Instrument 43-101. Mr. Hawke has reviewed the scientific and technical
information in this press release.
Completion of the Qualifying Transaction is subject to a number of
conditions, including but not limited to, further due diligence, and
Exchange acceptance. There can be no assurance that the transaction
will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing
statement to be prepared in connection with the Qualifying Transaction,
any information released or received with respect to the Qualified
Transaction may not be accurate or complete and should not be relied
upon. Trading in the securities of a capital pool company should be
considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release. The TSX Venture Exchange does not
accept responsibility for the adequacy or accuracy of this release.
SOURCE: Elcora Resources Corp.
For further information:
Troy Grant, Director, President and CEO, Elcora Resources Corp., T: 902 802-8847 F: 902 446-2001.