Vancouver, British Columbia--(Newsfile Corp. - September 9, 2016) - Ecuador Gold & Copper Corp. (TSXV: EGX) (the
"Company"), wishes to announce that further to its news release dated June 27, 2016, it is announcing the completion of a
non-brokered private placement offering of US$1,250,000 of convertible debentures (the "Debentures") of the Company,
comprised of US$232,784 senior secured Debentures and US$1,017,216 unsecured convertible debentures. Each Debenture bears interest
of 12% per year with the principal amount and interest due and payable on the maturity date of December 31, 2016
(the "Maturity Date") unless converted into units of the Company (the "Units") prior to the Maturity Date at a
conversion price of $0.40 per Unit. Each Unit is comprised of one common share and one half common share purchase warrant (each
whole warrant a "Warrant"), and each Warrant then entitles the holder to acquire a common share at an exercise price of
$0.40 per share for a period of 24 months from the date of issuance. Of the presently outstanding US$3,156,025 Amended & Restated
Debentures, US$290,134 of that principal amount was previously accrued interest (and not US$551,025 as was reported on March 31,
2016), US$260,891 fresh investment, and US$2,605,000 previously outstanding principal. The issuance of the Debentures does not
result in the creation of a new control person.
The sale of the Debentures was made to new arm's length investors and three of the major existing shareholders of the Company,
including Aura International Services Ltd. ("Aura"), in reliance of certain prospectus exemptions. Aura presently owns
12,906,358 common shares of the Company, representing 50.2% ownership. Accordingly, Aura is a control person of the Company under
applicable securities laws and is therefore also a related party to the Company. Consequently, the sale of New Debentures to Aura
is a related party transaction, which was carried out under exemptions from the requirements of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Likewise, the Debenture Amendments also
constituted a related party transaction under MI 61-101, and such amendments were conditionally approved by the TSXV and were
approved by the majority of the minority shareholders. For the Debenture Amendments, the Company has relied upon an exemption from
formal valuation requirements under section 5.5(b) of MI 61-101 as described below in the context of the New Debenture
offering.
Under the Debenture offering, the Company is relying upon exemptions from both the formal valuation requirements and minority
shareholder approval requirements of MI 61-101 under sections 5.5(b) and 5.7(1)(b) thereof, respectively. The Company is not aware
of any valuation of the Company or its mineral properties. The Company is entitled to rely upon the exemption under section 5.5(b)
because it is listed only on the TSX Venture Exchange and not one of the specified markets listed therein. The Company is entitled
to rely on the exemption under section 5.7(1)(b) because the Debenture offering is a distribution of securities for cash of not
more than $2,500,000. Aura has acquired Debentures in the principal amount of US$180,411 under the Debenture offering and has
already acquired prior Debentures having an aggregate principal amount of US$2,998,957. If Aura were to convert all such Debentures
and prior Debentures as well as the Warrants contained in the Units together with all other common share purchase warrants of the
Company held by Aura at the applicable conversion prices, and assuming that no other holders of convertible securities of the
Company converted or exercised their securities, then Aura would hold approximately 43,025,698 common shares of the Company
(assuming an exchange rate of C$1.30/USD) representing approximately 77.0% ownership.
The proceeds of the Debenture Offering will be used for the Company's Condor Gold Project, in-country working capital in
Ecuador, and as additional working capital of the Company. The Debenture Offering is subject to approval of the TSX Venture
Exchange and all securities issued under the Debenture Offering will be subject to a statutory four-month hold period from the date
of issuance. No finders fees will be paid in connection with the Debenture Offering.
About Ecuador Gold and Copper Corp.
Ecuador Gold and Copper Corp. is a Canadian exploration and mining company focused on its gold and copper mineral properties
located in the Province of Zamora-Chinchipe in southern Ecuador. The Company has completed a Preliminary Economic Assessment of its
Santa Barbara Gold and Copper Project dated May 29, 2015, and is currently listed on the TSX Venture Exchange under the symbol
"EGX". For additional information, please visit us at www.ecuadorgoldandcopper.com.
For further information please contact:
Heye Daun
President, Chief Executive Officer and Director
Telephone: +1-604-687 2038 (Vancouver Office)
Email: hdaun@ecuadorgoldandcopper.com
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.
