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ECUADOR GOLD AND COPPER CORP V.EGX

"Ecuador Gold and Copper Corp is a mineral exploration, mining and development company. The Company acquires and explores gold mineral rights located in Ecuador."


TSXV:EGX - Post by User

Post by BrendanCon Mar 30, 2015 6:47pm
185 Views
Post# 23579081

Early Warning

Early Warning

AMENDING EARLY WARNING REPORT FILED PURSUANT TO NATIONAL INSTRUMENT 62-103

(This is an amendment and restatement of the most recently filed Early Warning Report in respect of Ecuador Gold and Copper Corp. dated February 2, 2015 to amend and clarify the description and disclosure of the offeror in item #1, and also similarly amends all of the previously filed such reports in respect of Ecuador Gold and Copper Corp. over the period from November 30, 2012 to February 2, 2015.)

  1. Name and Address of the offeror:

    Aura International Services Ltd. acquired and holds the securities that are the subject of this report, and Michel J. Deller Klein is considered the offeror by way of direction and control with beneficial ownership of Aura International Services Ltd. (collectively, “Aura”).

    c/o OMC Chambers Wickham Cay 1 Road Town, Tortola BVI

  2. Name of the reporting issuer with respect to which this report is filed: Ecuador Gold and Copper Corp. (the “Company”)

  3. Designation and number or principal amount of securities and the offeror’s security- holding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances:

    On January 30, 2015, pursuant to a private placement by the Company of secured convertible debentures due November 28, 2015 of US$490,000 aggregate principal amount, Aura acquired US$395,000 aggregate principal amount of such debentures (the “Purchased Debentures”).

    Each Purchased Debenture bears an interest of 12% per annum and the principal amount and all accrued and unpaid interest is due and payable on November 28, 2015 (the “Maturity Date”) unless converted into units (the “Units”) of the Company at a price of C$0.06 per Unit on or before the Maturity Date. Each Unit is comprised of one common share and one-half common share purchase warrant (each whole warrant a “Warrant”) of the Company. Each Warrant entitles the holder to acquire one additional common share of the Company at an exercise price of C$0.10 per share for 24 months following the date of issuance.

    In addition to the Purchased Debentures, Aura also owns 129,063,587 common shares of the Company (the “Owned Shares”), which represents approximately 51.3% of the currently outstanding common shares of the Company (the “Common Shares”), not including the additional 11,904,762 common share purchase warrants of the Company (the “Owned Warrants”) and the US$675,000 convertible debentures convertible at C$0.05 per Unit (the “Owned Debentures”) also held by Aura. Assuming that Aura were to fully convert its Owned Warrants, Owned Debentures and its Purchased Debentures (at an exchange rate of C$1.1958/USD), but none of the interest thereon, and assuming conversion of the Warrants contained within the Units acquired upon conversion of the Owned Debentures and Purchased Debentures, and assuming no other new issuances of Common Shares at or prior to such time, Aura would acquire 47,928,237 Common Shares representing 16.0% of the then outstanding Common Shares. Taking into account the Common Shares acquired upon such conversions, together with the Owned Shares, Aura would beneficially own an aggregate of 176,991,824 Common Shares, representing approximately 59.1% of the then outstanding Common Shares.

AC/3368966.1

-2-

  1. The designation and number or principal amount of securities and the Offeror’s security- holding percentage in the class of securities immediately after the transaction or occurrence giving rise to obligation to file the news release:

    See paragraph 3, above.

  2. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph (4) over which:

    1. (a)  the offeror, either alone or together with any joint actors, has ownership and control

      Reference is made to item 3 above. Aura has no joint actors with respect to its ownership of securities of the Company.

    2. (b)  the offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor, and

      Not applicable.

    3. (c)  the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership

      Not applicable.

  3. Name of the market in which the transaction or occurrence that gave rise to the news release took place.

    Not applicable.

  4. The value of consideration, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence that gave rise to the obligation to file a news release.

    The Purchased Debentures were acquired by Aura for an aggregate cash amount of US$395,000 (C$472,341 assuming an exchange rate of C$1.1958/USD).

AC/3368966.1

-3-

  1. Purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.

    Aura acquired the Purchased Debentures for investment purposes and continues to monitor the business, prospects, financial condition and potential capital requirements of the Company. Depending on its evaluation of these and other factors, Aura may from time to time in the future increase or decrease its ownership, control or direction over Common Shares or other securities of the Company through market transactions, private agreements, subscriptions from treasury or otherwise.

  2. General nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities.

    The Purchased Debentures are senior secured convertible debentures of the Company and the debenture certificate and related lending arrangements have customary terms for such securities.

    Aura has no joint actors with respect to its ownership of securities of the Company.

  3. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value, in Canadian dollars, of the consideration paid by the offeror.

    The Purchased Debentures were acquired by Aura for an aggregate cash amount of US$395,000 (C$472,341 assuming an exchange rate of C$1.1958/USD).

  4. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer’s securities.

    Not applicable.

  5. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance.

    Not applicable.

DATED this 30th day of March, 2015.

AURA INTERNATIONAL SERVICES LTD.

Per:

“Signed”

Authorized Signatory 


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