Ecuador Gold and Copper Corp. Announces Closing of its Qualifying Transaction
July 09 2012 - 4:05PM
PR Newswire (Canada)
/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./
VANCOUVER, July 11, 2012 /CNW/ - Ecuador Gold and Copper Corp. ,
formerly Enterprise Capital Corporation, (the "Company") is
pleased to announce that it completed its previously announced
reverse takeover transaction (the "Transaction") by Ecuador Capital
Corp. ("Ecuador Capital") on July 10, 2012 constituting the
qualifying transaction of the Company pursuant to the policies of
the TSX Venture Exchange (the "Exchange"). Prior to
completion of the Transaction, Ecuador Capital also completed
certain private placement financings arranged by Sunel Securities
Inc., Canaccord Genuity Corp. and Cormark Securities Inc. Cormark
Securities Inc. also acted as Sponsor for the Transaction. As a
consequence of the Transaction, the Company will carry on the
business of Ecuador Capital. The Company also changed its name to
Ecuador Gold and Copper Corp. On June 13, 2012, the Exchange issued
its conditional approval of the Transaction. The Company's common
shares (the "Common Shares") will resume trading on the Exchange
under the ticker symbol "EGX" after the Exchange's conditions for
listing are satisfied and the Exchange issues its final exchange
bulletin confirming the completion of the Transaction. Immediately
prior to and in connection with the closing of the Transaction,
Ecuador Capital completed the pre-closing private placement
financings (the "Concurrent Financings") for gross proceeds of
$4,500,000. These Concurrent Financings included the $500,000
Concurrent Financing and the $4,000,000 Non-Brokered Private
Placement # 7, as described in the Company's Filing Statement dated
June 14, 2012 which is filed on SEDAR and available for review at
www.sedar.com under the Company's profile. Under the Concurrent
Financings, Ecuador Capital issued 17,400,000 units (each a "Unit")
consisting of one share and one-half of one common shares purchase
warrant. Each whole warrant entitling the holder to acquire
one common share of Ecuador Capital at an exercise price of $0.35
per share for a period of 24 months from the date of
issuance. In addition, Ecuador Capital also issued a
convertible debenture in the principal amount of $150,000 bearing
interest at 10% per annum payable quarterly in arrears convertible
at a price of $0.25/Unit, but not due and payable until August 31,
2013. Aggregate commissions of 1,440,000 broker's warrants
and $360,000 in cash equal to 8% of gross proceeds were paid in
connection with the Concurrent Financings. Each Broker's Warrant
entitles the holder to purchase one common share of Ecuador Capital
at a price of $0.25 per share for a period of 24 months from the
date of issuance. Pursuant to the Transaction, the Company acquired
all of the issued and outstanding common shares of Ecuador Capital,
including those issued pursuant to the Concurrent Financings, and
issued 92,897,416 Common Shares to the shareholders of Ecuador
Capital. The Transaction was carried out by way of a three-cornered
amalgamation (the "Amalgamation") between Ecuador Capital and a
wholly-owned British Columbia subsidiary of the Company to form a
new corporation named Ecuador Capital Corp. ("Amalco"). Prior to
the Amalgamation, the Company consolidated all of its issued and
outstanding common shares on a 1.25-to-1 basis, changed its name to
"Ecuador Gold and Copper Corp." and continued itself under the
British Columbia Business Corporations Act. Under the
Amalgamation, all shareholders of Ecuador Capital exchanged their
common shares of Ecuador Capital to the Company in return for
post-consolidated Common Shares of the Company on a one-for-one
basis, and the convertible securities of Ecuador Capital remain
convertible under their terms for like securities of the Company in
lieu of Ecuador Capital securities, also on a one-for-one basis. As
a result of the Transaction, Amalco has become a wholly-owned
subsidiary of the Company. With the completion of the Transaction,
the Company has 95,697,416 Common Shares issued and outstanding (on
an undiluted basis), 24,813,025 warrants outstanding, options to
acquire 4,711,355 Common Shares outstanding and convertible
debentures (the "Debentures") outstanding in the amounts of
USD$1,000,000 at a conversion rate of USD$0.25/unit and CDN$150,000
at a conversion rate of CDN$0.25/unit, which each unit consisting
of one Common Share and one-half of one common share purchase
warrant, and each such whole warrant entitles the holder to
purchase one Common Share at a price of $0.35 during the period
before expiry on August 31, 2013. The Debentures mature on August
31, 2013. The principals of the Company collectively hold
23,335,000 Common Shares and 4,271,355 stock options of the Company
all of which are subject to a Tier 2 Value Security Escrow
Agreement. In addition, 750,000 Common Shares are held by
non-principals of the Company which are also subject to a Tier 2
Value Security Escrow Agreement. In connection with the completion
of the Transaction, the Company is pleased to announce its board of
directors as follows: Glenn Laing, Carson Phillips, James Hutton
and James Xiang. In addition, the Company is pleased to announce
its executive management as follows: -- Glenn Laing - President,
Chief Executive Officer and Chief Operating Officer -- Carson
Phillips - Vice-President, Corporate Development -- Angel Law -
Chief Financial Officer and Corporate Secretary Summaries of the
biographies for all of the directors and executive management of
the Company are set out in the Company's Filing Statement dated
June 14, 2012 (available on SEDAR at www.sedar.com). The Company's
Filing Statement dated June 14, 2012 describes the businesses of
the Company and Ecuador Capital and the terms of the Transaction
and Ecuador Capital's preceding private placements, and is
available on the SEDAR website at www.sedar.com. FORWARD LOOKING
INFORMATION Certain statements contained in this press release
constitute forward-looking information. These statements relate to
future events or future performance. The use of any of the words
"could", "intend", "expect", "believe", "will", "projected",
"estimated" and similar expressions and statements relating to
matters that are not historical facts are intended to identify
forward-looking information and are based on the Company's current
belief or assumptions as to the outcome and timing of such future
events. Actual future results may differ materially. In particular,
this news release contains forward-looking information relating to
the satisfaction of the issuance of the final exchange bulletin in
respect of the Transaction and the listing of the Common Shares.
The final exchange bulletin will not be issued if the Exchange
determines that the Company has not met the conditions set out in
the Exchange's conditional approval letter. Various assumptions or
factors are typically applied in drawing conclusions or making the
forecasts or projections set out in forward-looking information.
Those assumptions and factors are based on information currently
available to the Company. The material factors and assumptions
include the ability of the Company to meet the conditions for
listing of the Exchange. The Company cautions the reader that the
above list of risk factors is not exhaustive. The forward-looking
information contained in this release is made as of the date hereof
and the Company is not obligated to update or revise any
forward-looking information, whether as a result of new
information, future events or otherwise, except as required by
applicable securities laws. Because of the risks, uncertainties and
assumptions contained herein, investors should not place undue
reliance on forward-looking information. The foregoing statements
expressly qualify any forward-looking information contained herein.
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. Ecuador Gold and Copper Corp. CONTACT:
Carson PhillipsVice-President, Corporate DevelopmentTelephone:
(604) 569-0721E-mail: cphillips@ecuadorgoldinc.com
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