Equitorial Announces Private Placement to Existing Shareholders and Other Investors
LEGAL_30651869.1
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO
U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
Equitorial Announces Private Placement to Existing Shareholders
and Other Investors
Vancouver, B.C., June 13, 2019 – EQUITORIAL EXPLORATION CORP. (TSX-V: EXX, Frankfurt: EE1,
OTCQB: EQTXF) (the “Company” or “Equitorial”), announces that it intends to raise up to $417,500 by way
of a non-brokered unit private placement (the “ Offering”) of 13,916,667 units at a unit price of $0.03 (the
“Units”), each Unit will consist of one common share at a purchase price of $0.03 and one share purchase warrant
entitling the holder to purchase one additional common share, u p to a total of 13,916,967 warrant shares, at a
warrant exercise price of $0.05 exercisable 24 months from the date of closing. The Offering will be made
pursuant to a discretionary waiver of the $0.05 minimum pricing r e q u i r e m e n t g r a n t e d b y t h e T S X V e n t u r e
Exchange (the “ Exchange”). Subject to certain limitations discussed below, the Offeri ng is open to all existing
shareholders of the Company as well as pursuant to other availa ble prospectus exemptions. The Offering is
subject to Exchange final acceptance.
The Offering
The maximum Offering is 13,916,667 units for gross proceeds of $417,500. The Offering is not subject to any
minimum aggregate subscription.
A finder's fee of cash, shares or finder's warrants, or a combi nation thereof, may be paid to eligible finders with
respect to any portion of the Offering that is not subscribed for by existing shareholders.
Assuming the Offering is fully subscribed, the Company intends to allocate the net proceeds as follows:
approximately $261,000 for current liabilities and the balance of approximately $156,500 for general working
capital purposes.
Although the Company intends to use the proceeds of the Offerin g as described above, the actual allocation of net
proceeds may vary from the uses set forth above, depending on f uture operations or unforeseen events or
opportunities. If the Offering is not fully subscribed, the Co mpany will apply the proceeds of the Offering to the
above uses in priority and in s uch proportions as the board of directors and management of the Company
determine is in the best interests of the Company.
All securities issued in connec tion with the Offering will be s ubject to a four month hold period in accordance
with applicable securities laws.
Depending on demand and regulatory requirements, a portion of the Offering may be made in accordance with the
provisions of the existing shareholder exemption (the " Existing Shareholder Exemption "). In addition to
conducting the Offering pursuant to the Existing Shareholder Ex emption, the Offering will also be conducted
among close personal friends and business associates of directors and officers of the Company.
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The Company has set June 13, 2019 as the record date (the " Record Date ") for the purpose of determining
shareholders entitled to purchase Units. The aggregate acquisi tion cost to a subscriber under the Existing
Shareholder Exemption cannot exceed $15,000 (500,000 Units) unl ess that subscriber has obtained advice from a
registered investment dealer regarding the suitability of the investment.
If subscriptions received for the Offering based on all availab le exemptions exceed the maximum Offering
amount of $417,500, subscriptions will be accepted at the discr etion of the Company such that it is possible that a
subscription received from a shareholder may not be accepted by the Company if the Offering is over-subscribed.
In accordance with the Existing Shareholder Exemption, the Comp any confirms there is no material fact or
material change related to the Company which has not been generally disclosed.
Existing shareholders of the Company are directed to contact th e Company for further information concerning
subscriptions for Shares pursuant to the Existing Shareholder Exemption, as follows:
Contact Person: Patrick Power, CEO
Telephone: 604 689-1799
Email: [email protected]
About Equitorial Exploration Corp
Equitorial is aggressively developing four 100%-owned, high-pot ential, lithium projects in North America. The
Little Nahanni Pegmatite Group (LNPG) is a 43-101 compliant, ha rd rock, lithium property in the NWT. The Cat
Lake Lithium Property in Manitoba, Canada, is directly adjacent to the Cat Lake Mineral Project, a highly
prospective Lithium property. The Tule and Gerlach Lithium Brin e Projects are located in lithium-rich Utah and
Nevada within easy reach of the Tesla Gigafactory #1. All four projects have demonstrated highly encouraging
grades.
For more information please visit: http://equitorialexploration.com/
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities issued,
or to be issued, under the Offeri ng have not been, and will not be, registered under the United States Securities
Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
ON BEHALF OF THE BOARD
____________________________
Patrick Power, Chief Executive Officer
FORWARD LOOKING STATEMENTS: This news release contains certain forward-looking statements w ithin
the meaning of Canadian securities laws, including statements r egarding the Cat Lake, Tule, Gerlach and Little
Nahanni Pegmatite Projects: statements pertaining to the abilit y of Equitorial Exploration Corp.(“EXX”); the
potential to develop resources and then further develop reserve s; the anticipated economic potential of the
property; the availability of capital and finance for EXX to ex ecute its strategy going forward. Forward-looking
statements are based on estimates and assumptions made by EXX i n light of its experience and perception of
current and expected future developments, as well as other fact ors that EXX believes are appropriate in the
circumstances. Many factors could cause EXX’s results, performa nce or achievements to differ materially from
those expressed or implied by the forward looking statements, i ncluding: discrepancies between actual and
estimated results from explora tion and development and operatin g risks, dependence on early exploration stage
concessions; uninsurable risks; competition; regulatory restric tions, including environmental regulatory
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restrictions and liability; currency fluctuations; defective ti tle to mineral claims or property and dependence on
key employees. Forward-looking statements are based on the expe ctations and opinions of the Company’s
management on the date the statements are made. The assumptions used in the preparation of such statements,
although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance
should not be placed on forward-looking statements. The Company expressly disclaims any intention or
obligation to update or revise any forward-looking statements w hether as a result of new information, future
events or otherwise.
Neither TSX Venture Exchange nor its Regulations Services Pr ovider (as that term is defined in policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.