Equitorial Announces Private Placement to Existing Shareholders and Other Investors

- February 14th, 2019

EQUITORIAL EXPLORATION CORP. (TSXV: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 price of $0.05 exercisable 24 months from the date of closing.

EQUITORIAL EXPLORATION CORP. (TSXV: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 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 requirement granted by the TSX Venture Exchange (the “Exchange”). Subject to certain limitations discussed 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 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 $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 in 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 existing 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.

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 exceed 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: ppower@arcticstar.ca

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 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 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 pertaining 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 operating risks, dependence on early exploration stage concessions; uninsurable risks; competition; regulatory restrictions, including environmental regulatory 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 Venture 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.

Click here to connect with Equitorial Exploration Corp. (TSXV:EXX, Frankfurt:EE1, OTC:EQTXF) for an Investor Presentation.

Source: cloud.stockwatch.com

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