TRANSACTION HIGHLIGHTS
Elcora has signed a binding range of terms (BROT) with Elmaic Trading CC to acquire 100% of the Eldorado Gold Mine and associated tailings operations on Portion 1 of the Farm Louieville 325 JU, Ehlanzeni District, Mpumalanga, South Africa
The aggregate consideration is US$2,000,000 in cash and 20,000,000 common shares of Elcora, structured across milestone-based tranches linked to permitting, production, and resource validation designed to align stakeholder interests with project advancement
The Eldorado property is situated within the Barberton Greenstone Belt, in proximity to the operating Fairview Mine (Pan African Resources) and Lily Mine (Vantage Goldfields)
Elcora engaged a Qualified Person to conduct an independent site assessment as the next step in the due diligence and resource evaluation process
The initial phase (Phase 0) operations, processing of on-site surface tailings, require no new mining permit and is designed to generate sufficient cash flow to partially fund subsequent mine development phases
An initial interest-free loan of US$61,500 will be advanced within 7 business days of BROT execution for Prospecting Right renewal, with the Longstop Date for Transaction completion set at 15 July 2026
Elcora Advanced Materials Corp. (TSX.V: ERA) (the "Company" or "Elcora") is pleased to announce that it has executed a binding range of terms dated May 27, 2026 (the "BROT") with Elmaic Trading CC (Registration No. 2008/001476/23) (the "Vendor"), an arm's length party, in respect of the proposed acquisition by Elcora of 100% of the Eldorado gold property and associated surface tailings stockpile located on Portion 1 of the Farm Louieville 325 JU, Ehlanzeni District, Mpumalanga Province, South Africa (the "Eldorado Property" or the "Project") (the "Transaction").
Completion of the Transaction represents a significant strategic development for Elcora, establishing the Company's direct entry into gold asset ownership in one of the world's most recognized and historically productive gold-mining jurisdictions.
The BROT sets out the principal terms and conditions agreed in principle by the parties as the basis for negotiating and executing a definitive agreement. The proposed Transaction contemplates Elcora acquiring 100% of the issued and outstanding shares of the Vendor following its conversion to a private company, together with all assets, rights and interests related to the Project, including the applicable prospecting right, mining permit, related surface tailings and exploration assets, subject to the terms of the definitive agreement and applicable approvals.
Completion of the Transaction remains subject to, among other things, completion of satisfactory due diligence, execution of a definitive agreement, renewal or confirmation of the applicable prospecting right, satisfaction or waiver of the financing condition described below, receipt of all required corporate and regulatory approvals, including approval of the TSX Venture Exchange (the "TSXV"), and satisfaction of other customary closing conditions. There can be no assurance that the Transaction will be completed on the terms described herein or at all.
This news release contains forward-looking information. Readers are cautioned to review the "Cautionary Statement Regarding Forward-Looking Information" and the technical disclosure qualifications set out below.
Transaction Structure and Consideration
Under the terms of the BROT, the aggregate consideration for the proposed acquisition is US$2,000,000 in cash and 20,000,000 common shares in the capital of Elcora (the "Consideration Shares"), subject to TSXV approval and the satisfaction of applicable closing conditions.
The proposed Transaction is expected to be completed by way of a share purchase transaction pursuant to which Elcora would acquire 100% of the Eldorado Property following the Vendor's conversion to a private company. The parties have agreed to cooperate in good faith to restructure or amend the Transaction as may reasonably be required to obtain TSXV approval, South African regulatory approvals, including any approvals required under the Mineral and Petroleum Resources Development Act, 2002, and to address any applicable tax structuring considerations.
The transfer of ownership interests in the Vendor to Elcora is expected to occur in two tranches, with 50% of the Vendor's membership interests or shares to be transferred upon satisfaction of the applicable initial purchase price conditions, such conditions being receipt of final TSV acceptance, and the remaining 50% to be transferred upon satisfaction of the remaining purchase price obligations, all as further described in, and subject to, the definitive agreement.
Cash Consideration
The cash consideration of US$2,000,000 is payable in the following tranches:
Tranche 0, Prospecting Right Advance: an interest-free loan of US$61,500 (the "Loan"), to be advanced within seven business days of execution of the BROT for costs associated with renewal of the applicable prospecting right. If the prospecting right is not renewed or issued on terms acceptable to Elcora, acting reasonably, the Loan is repayable to Elcora. If the prospecting right is renewed or issued on terms acceptable to Elcora, the advance is expected to be set off as an asset contribution to the Vendor's balance sheet. Advancement of the Loan is subject to prior TSXV acceptance;
Tranche 1, Closing Payment: US$700,000, payable within 10 business days following the later renewal or issuance of the applicable prospecting right on terms acceptable to Elcora and satisfaction of the Financing Condition; and
Tranche 2, Production-Linked Earn-Out: up to US$1,300,000, payable from net proceeds of gold produced and sold from mining works and/or tailings operations. The production-linked amount is payable in two instalments of US$650,000 each, following receipt of net proceeds from the sale of the first 1,000 ounces of gold and an additional 1,500 ounces of gold, respectively. One hundred percent (100%) of the net proceeds from future gold sales will be allocated to satisfying the US$1,300,000 payable.
All cash payment obligations, including the capital and operating expenditure funding described below, remain subject to Elcora obtaining sufficient financing on terms acceptable to the Company, in its sole discretion (the "Financing Condition"). Elcora is required to use commercially reasonable efforts to secure such financing within the due diligence period.
If, after 24 months from the effective date of closing, the production-linked ...
