Equitorial Exploration Corp. Closes Second and Final Tranche of Private Placement
LEGAL_31616156.1
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION
IN THE UNITED STATES
Equitorial Exploration Corp. Closes Second and Final Tranche of Private
Placement
Vancouver, British Columbia – July 29, 2019 – EQUITORIAL EXPLORATION
CORP. (TSX-V: EXX, Frankfurt: EEI, OTC: EQTXF ), (the “Company” or “Equitorial”),
announces that, further to its news releases dated June 13, 201 9 and June 28,
2019, the Company has now closed the second and final tranche ( the “Second
Tranche”) of its non-brokered priv ate placement of units (the “ Private Placement”).
Pursuant to the Second Tranche, the Company issued from treasur y 700,000 units
(each a “Unit”) of the Company, at a subscription price of $0.0 3 per Unit, for gross
proceeds to the Company of $21,000. The Company raised total gr oss aggregate
proceeds of $291,000 under the Privat e Placement. The Private P lacement is being
made pursuant to a discretionary waiver of the $0.05 minimum gr anted by the TSX
Venture Exchange (the “Exchange”).
Each Unit is comprised of one common share (each a “Share”) and one transferable
share purchase warrant (each a “Warrant”) of the Company, and e ach Warrant
entitles the holder thereof to pur chase one additional common s hare (each a
“Warrant Share”) of the Company at an exercise price of $0.05 p er Warrant Share
for a period of two years from the date of issuance.
Finder’s fees of $1,680 cash and 56,000 finder’s warrants (each a “ F i n d e r ’ s
Warrant”) were paid and issued i n conjunction with the Second T ranche. Finder’s
fees of $21,600 cash and 720,000 Finder’s Warrants were paid an d issued in
conjunction with the first tranc he of the Private Placement (th e “First Tranche”).
Each Finder’s Warrant entitles the holder thereof to purchase o ne common share of
the Company at an exercise price of $0.05 per common share for a period of two
years from the date of issuance.
All securities issued under the Second Tranche will be subject to a statutory hold
period expiring on November 30, 2019, in accordance with applic able Canadian
securities laws. All securities issued under the First Tranche of the Private
Placement will be subject to a statutory hold period expiring o n October 29, 2019, in
accordance with applicable Canadian securities laws.
The Company intends to allocate the net proceeds of the Second Tranche to fund
the Little Nahanni Pegmatite Project.
This press release is not an offer of securities for sale in th e United States.
Securities may not be offered or sold in the United States or t o or for the account or
benefit of US persons (as such terms are defined in Regulation S under the United
LEGAL_31616156.1
States Securities Act of 1933, a s amended (the "U.S. Securities Act"), absent
registration or an exemption fr om registration. The securities offered have not been
and will not be registered under the U.S. Securities Act or any state securities laws
and, therefore, may not be offer ed for sale in the United State s, except in
transactions exempt from regist ration under the U.S. Securities Act and applicable
state securities laws. 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.
This Private Placement is subject to the receipt of all necessa ry approvals, including
the final approval of the TSX Venture Exchange.
About Equitorial Exploration Corp.
Equitorial is aggressively devel oping four 100%-owned, high-pot ential, lithium
projects in North America. T he 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 adj acent to the Cat Lake Mineral Project, a highly
prospective Lithium property. T he Tule and Gerlach Lithium Brin e Projects are
located in lithium-rich Utah and Nevada within easy reach of th e Tesla Gigafactory
#1. All four projects have demonstrated highly encouraging grades.
For more information please visit: http://equitorialexploration.com/
Neither the TSX Venture Exchange nor its Regulation Services Pr ovider (as that
term is defined in the policies of the TSX Venture Exchange) ac cepts responsibility
for the adequacy or accuracy of this release.
For further information contact:
P a t r i c k P o w e r
CEO and Director
Equitorial Exploration Corp.
Telephone: (604) 689 1799
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Forward-Looking Information
This news release contains certa in forward-looking statements w ithin the meaning of Canadian securities laws,
including statements regarding the Private Placement, Cat Lake, Tule, Gerlach and Little Nahanni Pegmatite
Projects: statements pertaining to the ability of Equitorial Ex ploration Corp.(“EXX”); the potential to develop
resources and then further develop reserves; the anticipated ec onomic potential of the pr operty; the availability
of capital and finance for EXX to execute its strategy going fo rward. 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 ap propriate in the circumstances. Many factors
could cause EXX’s results, performance or achievements to diffe r materially from those expressed or implied by
the forward looking statements, including: discrepancies betwee n actual and estimated results from exploration
and development and operating risks, dependence on early explor ation stage concessions; uninsurable risks;
competition; regulatory restrictions, including environmental r egulatory restrictions and liability; currency
fluctuations; defective title t o mineral claims or property and dependence on key employees. Forward-looking
statements are based on the expe ctations and opinions of the Co mpany’s management on the date the
statements are made. The assump tions used in the preparation of such statements, a lthough considered
reasonable at the time of prepar ation, may prove to be imprecis e 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.
THE FORWARD-LOOKING INFORMATION C ONTAINED IN THIS NEWS RELEASE REPRESENTS
THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS REL EASE AND,
ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHO ULD NOT PLACE
UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON
THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES
NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS
REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.