Eloro Resources Ltd

Eloro Resources and Tartisan Resources Announce Execution of Definitive Agreement - Seite 2

* Eloro will grant Tartisan a 2% Royalty on the Property, with a buy-down provision for one-half of the Royalty (to reduce the Royalty to 1%) on payment of C$3 million.

* During a two-year term, Eloro will grant Tartisan a pre-emptive purchase right to participate in future Eloro financings to concurrently purchase such number of Eloro shares as would allow Tartisan to maintain the same beneficial ownership in aggregate, up to a maximum of 19.9%, as Tartisan owned immediately prior to the closing of the proposed financing.

* For a four-year term, Tartisan will not vote its Shares of Eloro against any nominees to Eloro's Board of Directors proposed by Eloro or vote against any resolutions supported by the Board of Directors of Eloro, subject to certain exceptions.

The 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 million Warrants (representing 22.4% of the Shares of Eloro on a non-diluted basis, and 30.2% of the Shares of Eloro on a partially-diluted basis, assuming the exercise of only the Warrants held by Tartisan). In accordance with the policies of the TSX Venture Exchange ("TSXV"), disinterested shareholder approval is required for the creation of a new Control Person.

The Transaction remains subject to several conditions, including: (i) the receipt of all necessary approvals, including the approval of the TSXV for Eloro; (ii) the completion of a National Instrument ("NI") 43-101 Technical Report on La Victoria by Eloro; and (iii) shareholder approval from the shareholders of Eloro. Eloro will be making a submission to the TSXV in order to obtain conditional approval for the Transaction and will proceed with obtaining the required shareholder approval for the issuance of the securities pursuant to the Transaction. A NI 43-101 report on La Victoria is currently being drafted. 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 properties totalling eight mining concessions encompassing approximately 35.9 square kilometres together with 3 mineral claims totalling 15 square kilometres. The La Victoria Property is within 50 kilometres of several producing mines, with three producers visible from the Property. The Property has good infrastructure with road-access and nearby sources of water and electricity. It is located at an altitude that ranges from 3,100 m to 4,200 m above sea level. .