HALIFAX, Nova Scotia, May 28, 2026 (GLOBE NEWSWIRE) -- TRANSACTION HIGHLIGHTS Elcora has signed a binding range of terms (BROT) with Elmaic Trading CC to acqu...
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Elcora Advanced Materials Corp. (TSX.V: ERA) has signed a binding letter of intent to acquire 100% of the Eldorado Gold Mine in South Africa's Barberton Greenstone Belt. The deal structure is the differentiator: the US$2,000,000 cash and 20,000,000 common shares are not due upfront. Payment events are linked to production and resource definition, a design that limits near-term dilution if the asset fails to deliver. Completion, however, depends on a C$3.0 million private placement and a Qualified Person site assessment that has not yet occurred.
The simple read is that Elcora is buying a gold mine in a district that hosts multi-decade producers like Pan African Resources' Fairview Mine. The better market read focuses on how the consideration is staged. US$700,000 is payable at closing. The remaining US$1,300,000 is deferred as production-linked payments over 24 months. The share consideration splits into 10,000,000 shares on TSX Venture Exchange acceptance and another 10,000,000 shares upon delivery of a preliminary economic assessment or technical report confirming at least 1,000,000 ounces of gold in inferred resources.
A resource contingency also governs the deferred cash. If after 24 months the production-linked payments total less than US$1,300,000 and an updated NI 43-101 technical report confirms at least 1,000,000 ounces, the unpaid balance converts to 12 equal monthly interest-free instalments. If the confirmed resource falls between 500,000 and 1,000,000 ounces, the parties must negotiate a pro-rata adjustment to the share consideration. This structure shifts risk to the vendor until resource and production thresholds are met.
The following table summarises the payment triggers and conditions based on the binding letter:
| Consideration Component | Amount / Quantity | Trigger or Timing |
|---|---|---|
| Cash tranche 1 | US$700,000 | Upon closing |
| Cash tranche 2 | US$1,300,000 | Production-linked payments over 24 months; balance convertible to 12-month interest-free instalments if resource ≥1M oz and payments < US$1.3M |
| Share tranche 1 | 10,000,000 common shares | Upon TSXV acceptance of the transaction (1,000,000 earmarked for Daniel L. Baard) |
| Share tranche 2 | 10,000,000 common shares | Upon delivery of a PEA or technical report confirming ≥1,000,000 oz inferred resource |
| Resource adjustment | Pro-rata share reduction | If confirmed resource is 500k–1M oz |
All shares will be issued at no less than the maximum allowable Discounted Market Price under TSXV policies and are subject to escrow and statutory hold periods.
If Elcora fails to fund exploration or permitting activities diligently and the technical report milestone is not met within 18 months of closing, the vendor can demand immediate issuance of Share Tranche 2 shares. This clause gives the vendor a backstop against acquirer inaction. The definitive agreement will specify how
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