Toronto, Ontario--(Newsfile Corp. - November 24, 2014) - Ecuador Gold &
Copper Corp. (TSXV: EGX) (the "Company"), is pleased to announce that
further to its News Release on November 14, 2014, it has mailed to the existing
shareholders of the Company information concerning its proposed C$160,000
private placement of units ("Units") of the Company at a price of C$0.05
per Unit (the "Unit Offering"). 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:
Cautionary Note
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
Not for distribution to U.S. Newswire Services or for
dissemination in the United States. Any failure to comply with this restriction
may constitute a violation of U.S. securities laws.
SCHEDULE "A"
INFORMATION RE: CDN$160,000 UNIT OFFERING TO EXISTING
SHAREHOLDERS
(This is for information purposes only and does
not constitute an offering of securities.)
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:
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(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; |
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(b) |
Accredited Investor Exemption - available for
those investors who qualify as "accredited investors";
and |
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(c) |
Offshore Investor Exemption - available for
"offshore" investors in certain circumstances. |
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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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Name:
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Email:
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Telephone /
Mobile:
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Or contact us as follows: Jeanny So, CHF
Investor Relations Telephone: (416) 868-1079 Email:
jeanny@chfir.com |
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Dated November 24, 2014. |
On behalf of the Board, |
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Glenn Laing |
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President, Chief Executive Officer and Director
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