Ecuador Gold mails information re $160,000 financing
2014-11-24 08:06 ET - News Release
Mr. Glenn Laing reports
ECUADOR GOLD ANNOUNCES MAILING OF C$160,000 UNIT OFFERING INFORMATION TO EXISTING SHAREHOLDERS
Further to its news release on Nov. 14, 2014, Ecuador Gold and Copper Corp. has mailed to the existing shareholders of the company information concerning its proposed $160,000 private placement of units of the company at a price of five cents per unit. Each Unit will be comprised of one common share and one-half common share purchase warrant (each whole warrant a "Warrant") of the Company. Each Warrant entitles the investor 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. The Unit Offering is subject to approval of the TSX Venture Exchange.
The sale of Units under the Unit Offering will be conducted in reliance upon certain prospectus exemptions, including the exemption allowing issuers to raise capital by distributing securities to existing shareholders (the "Existing Shareholder Exemption"). In accordance with the Existing Shareholder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed. The opportunity to purchase Units under the Unit Offering is in reliance on the Existing Shareholder Exemption that is available to all shareholders as at the date hereof who hold common shares of the Company to a maximum subscription of C$15,000 per shareholder. The information sheet mailed to existing shareholders provides additional details about the Unit Offering and is attached hereto as Schedule "A". For further information about the Unit Offering and the Company, please contact:
Details of Offering:
On November 14, 2014, Ecuador Gold and Copper Corp. (the "Company") announced that it intended to raise gross proceeds of up to C$160,000 through a private placement offering to existing shareholders of units ("Units") of the Company at a price of C$0.05/Unit (the "Unit Offering"), which is in addition to a further US$1,070,000 (originally announced as US$840,000) being raised through a separate debenture offering (the "Debenture Offering") to certain major shareholders of the Company.
The Units:
Each Unit is comprised of one common share and one-half common share purchase warrant, and each whole warrant (a "Warrant") entitled 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.
Offering Amount and Price: Up to C$160,000 at C$0.05/Unit.
Selling Jurisdictions: The Units may be sold to existing shareholders in British Columbia, Alberta, Ontario, and certain "offshore" jurisdictions outside Canada and outside the United States and such other jurisdictions as the Company may determine, in accordance with available exemptions from applicable securities law restrictions, as described below.
Existing Shareholder and Other Exemptions: The opportunity to purchase Units under the Unit Offering is in reliance on the exemptions from applicable securities law restrictions, including:
(a)Existing Shareholder Exemption - available to all shareholders of the Company in Canada other than residents of Ontario and Newfoundland who hold common shares of the Company as at November 14, 2014 to a maximum subscription of C$15,000 per shareholder;
(b)Accredited Investor Exemption - available for those investors who qualify as "accredited investors"; and
(c)Offshore Investor Exemption - available for "offshore" investors in certain circumstances.
The Units and underlying securities will be subject to a hold period of four months plus one day, which period will start on the date of the issuance of the Units.
Closing Date: The Company intends to close the Unit Offering in one or more closings on or before December 12, 2014.
Use of Proceeds: The Company will use the net proceeds from the Unit Offering for exploration and development of the Company's Condor Gold Project and as additional working capital. Approximately US$826,200 of proceeds raised under the Debenture Offering is allocated for use in Ecuador for the Company's Condor Gold Project and in country working capital, US$230,000 is allocated for the Company's preliminary economic assessment, and US$13,800 is allocated for use in connection with the costs of the offering.
MORE INFORMATION: For more information about the Unit Offering, please provide the following information and contact the Company as soon as possible before December 10, 2014:
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