/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 /PRNewswire/ - Ecuador
Gold and Copper Corp. (TSXV: EGX), 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.
SOURCE Ecuador Gold and Copper Corp.