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., February 14, 2019 – EQUITORIAL EXPLORATION CORP. (TSX-V: EXX, Frankfurt:
EE1, OTCQB: EQTXF) (the “Company” or “Equitorial”), announces that it intends to raise up to $500,000 by
way of a non -brokered unit private placement (the “ Offering”) of 16,666,666 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, up to a total of 16,666,666 warrant shares, at a
warrant exercise p rice 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 requirement granted by the TSX Venture
Exchange (the “ Exchange”). Subject to certain limitations discu ssed below, the Offering is open to all existing
shareholders of the Company as well as pursuant to other available prospectus exemptions. The Offering is
subject to Exchange final acceptance.
The Offering
The maximum Offering is 16,666,666 units for gross proceeds of $ 500,000. The Offering is not subject to any
minimum aggregate subscription.
A finder's fee of cash, shares or finder's warrants, or a combination thereof, may be paid to eligible finders wit h
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 $ 220,000 for current liabilities and the balance of approximately $ 280,000 for general working
capital purposes.
Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net
proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or
opportunities. If the Offering is not fully subscribed, the Company will apply the proceeds of the Offering to the
above uses in priority and in such proportions as the board of directors and management of the Company
determine is in the best interests of the Company.
All securities issued i n connection with the Offering will be subject 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 exist ing shareholder exemption (the " Existing Shareholder Exemption "). In addition to
conducting the Offering pursuant to the Existing Shareholder Exemption, 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 February 15, 2019 as the record date (the " Record Date") for the purpose of determining
shareholders entitled to purchase Units. The aggregate acquisition cost to a subscriber under the Existing
Shareholder Exemption cannot exceed $15,000 (500,000 Units) unless 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 available exemptions exc eed the maximum Offering
amount of $500,000, subscriptions will be accepted at the discretion 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 Company 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 the 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-potential, lithium projects in North America. The
Little Nahanni Pegmatite Group (LNPG) is a 43 -101 compliant, hard 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 Brine Projects are located in lithium -rich Utah and
Nevada within easy reach of the Tesla Gi gafactory #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 Offering 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 within
the meaning of Canadian securities laws, including statements regarding the Cat Lake, Tule, Gerlach and Little
Nahanni Pegmatite Projects: statements pertainin g to the ability of Equitorial Exploration Corp.( “EXX”); the
potential to develop resources and then further develop reserves; the anticipated economic potential of the
property; the availability of capital and finance for EXX to execute its strategy going forward. Forward-looking
statements are based on estimates and assumptions made by EXX in light of its experience and perception of
current and expected future developments, as well as other factors that EXX believes are appropriate in the
circumstances. Many factors could cause EXX ’s results, performance or achievements to differ materially from
those expressed or implied by the forward looking statements, including: discrepancies between actual and
estimated results from exploration and development and o perating risks, dependence on early exploration stage
concessions; uninsurable risks; competition; regulatory restrictions, including environmental regulatory
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restrictions and liability; currency fluctuations; defective title to mineral claims or property and dependence on
key employees. Forward -looking statements are based on the expectations 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 whether as a result of new information, future
events or otherwise.
Neither TSX V enture Exchange nor its Regulations Services Provider (as that term is defined in policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.