ELO Eloro Resources Ltd

Eloro Resources Ltd. (TSX VENTURE:ELO)(FRANKFURT:P2Q) ("Eloro" or the "Company")
is pleased to announce the execution of a binding Share Purchase Agreement (the
"Agreement") with KWG Resources Inc. (TSX VENTURE:KWG) ("KWG") whereby KWG has
agreed to exchange all of the outstanding shares of its wholly-owned subsidiary,
6949541 Canada Inc. ("6949541"), for shares and warrants of Eloro. 6949541 holds
eleven contiguous mineral claims in Louvicourt Township ("Louvicourt Property"),
adjacent to Eloro's wholly-owned Simkar Gold Property near Val d'Or, Quebec.
Eloro's acquisition of all of the outstanding shares of 6949541 from KWG (the
"Acquisition") has closed in escrow, subject to the occurrence of certain
conditions discussed below.


The terms of the Agreement, previously announced on September 14, 2011 were
amended such that 6949541's 3,080,581 million outstanding shares will be
exchanged for 3,080,580 million Eloro units ("Units") and 3,080,580 Eloro
premium warrants ("Premium Warrants"). 


Each Eloro Unit will consist of one common share and one half of one common
share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder
to purchase one Eloro common share at a price of $0.24 per share for a term of
18 months, provided that, if the average closing price for the common shares on
the TSX Venture Exchange ("TSXV") (or on any other stock exchange on which the
Common Shares may be listed) is at least $0.36 per share for twenty (20)
consecutive trading days (following the expiry of the four-month hold period),
the Warrants will expire unless they are exercised within ten business days (or
such longer period of time as Eloro may provide) after Eloro provides notice to
accelerate the expiry time. 


Each Premium Warrant will entitle the holder to purchase one Eloro common share
at a price of $1.00 per share for a term of five (5) years, provided that, if
the average closing price for the common shares on the TSXV (or on any other
stock exchange on which the Common Shares may be listed) is at least $1.50 per
share for twenty (20) consecutive trading days (following the expiry of the
four-month hold period), the Premium Warrants will expire unless they are
exercised within ten business days (or such longer period of time as Eloro may
provide) after Eloro provides notice to accelerate the expiry time.


The Louvicourt Property was previously explored by KWG for its gold potential
and KWG retains a net smelter returns ("NSR") royalty on gold production from
the Louvicourt Property that is 1% of the NSR, plus an additional 1% of the NSR
exceeding $2,000 per troy ounce, plus an additional 1% of the NSR exceeding
$3,000 per troy ounce. 


It is a condition of closing in favour of Eloro that 6949541 will have working
capital of $200,000, or that an equivalent amount of funds will be paid to
Eloro.


The transactions contemplated herein have closed in escrow subject to the
occurrence of the following conditions: (i) receipt of the TSXV's final
acceptance of the transaction; (ii) registration of the transfer of the mineral
claims comprising the Louvicourt Property with the appropriate government
offices in Quebec; and (iii) registration of a Net Smelter Returns Royalty
Agreement with the appropriate government offices in Quebec.


About Eloro Resources 

Eloro Resources is an exploration and mine development company with a portfolio
of gold and base metal properties in northern and western Quebec. The Company is
focused on expanding the historic gold resources at the past-producing Simkar
Mine property. Eloro plans to pursue exploration work at Simkar with the
objective to outline quality gold resources in an established mining camp.


Information in this news release respecting the occurrence of the conditions to
the release of the escrow constitutes forward-looking information. Statements
containing forward-looking information express, as at the date of this news
release, the Company's plans, estimates, forecasts, projections, expectations,
or beliefs as to future events or results and are believed to be reasonable
based on information currently available to the Company. Forward-looking
statements and information are based on assumptions that financing and personnel
will be available when required and on reasonable terms, and all necessary
regulatory approvals will be obtained, none of which are assured and each of
which is subject to a number of other risks and uncertainties. There can be no
assurance that forward-looking statements will prove to be accurate. Actual
results and future events could differ materially from those anticipated in such
statements. Readers should not place undue reliance on forward-looking
information.

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