Equitorial Signs of Definitive Share Purchase and Option Agreement to Purchase up to 49% of First Nevada Mining Corp. and Closes Initial Tranche of Placement. __________________________________________________________
Equitorial Exploration Corp. Suite 1818, 701 West Georgia St.
Vancouver, BC V7Y 1C6
EQUITORIAL SIGNS OF DEFINITIVE SHARE PURCHASE AND OPTION AGREEMENT TO PURCHASE UP TO 49% OF FIRST NEVADA MINING CORP. and CLOSES INITIAL TRANCHE OF PLACEMENT.
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February 6, 2014 TSX Venture Exchange Trading Symbol: EXX
Equitorial Exploration Corp. (the “Company” or “Equitorial”), a TSX-V listed company, is pleased to announce that it has signed a definitive share purchase and option agreement (the “Agreement”) with First Nevada Mining Corp. (“First Nevada”) whereby Equitorial can purchase up to 49% of First Nevada. Under the terms of the Agreement, Equitorial will purchase 45% of the outstanding shares of First Nevada for $250,000 cash, 5,000,000 shares (which are subject to escrow restrictions), and the title transfer of it’s wholly owned IGR 3000, 30 tonne per hour, modular, heavy mineral recovery plant. Upon the completion of the 45% purchase of First Nevada, Equitorial will commit to provide a further $500,000 to First Nevada to be used for exploration, development and equipment purchases. Equitorial can increase its ownership to 49% by providing an additional $750,000 and has the Right of First Refusal in the event that First Nevada receives any Acquisition Proposal from an arm’s length third party.
The Company has agreed to pay a finder’s fee to Canaccord Genuity Corp. in the amount of 500,000 shares, subject to applicable hold periods and TSX Venture Exchange ("Exchange") acceptance. The Agreement is subject to the acceptance of the Exchange.
About First Nevada
First Nevada is a private Canadian corporation with two mineral properties in Nevada and owns proprietary, patent pending, environmentally friendly, heavy metal extraction technology. First Nevada has invested over $2.6 million on its mineral properties and proprietary technologies to date. Duane Nelson is the founder, President and CEO of First Nevada. He was the CEO and co-founder of Silvermex Resources Inc., a past TSX listed company. Silvermex was a successful silver and gold producer focused on projects in Mexico and was acquired by First Majestic Silver Corp. in 2012 for $175 Million.
First Nevada has two mineral properties in Nevada. The Barrel Springs gold project in Pershing County, contains some 6,000 acres of lode and placer claims covering a large Tertiary alluvial fan. Barrel Springs lies south of, and adjacent to Allied Nevada’s (NYSE – ANV) operating Hycroft mine. The property is strategically located 3 miles to the southeast of the Hycroft pit and is approximately 3 hours northeast of Reno, Nevada. The property has been the focus of small scale alluvial gold production dating back to the late 1870s but has not been explored using modern evaluation techniques. First Nevada holds valid water use permits and has initiated the necessary studies and permitting processes required for a bulk sampling program and pilot plant operation.
First Nevada’s second mineral property is the fully-permitted Big Canyon Gold Mine located 129 kms southeast of Reno, in Lyon County, near Yerington, Nevada. First Nevada has an option to purchase this nearterm production project which is fully permitted to operate a 950 TPD gravimetric plant. Infrastructure in place includes water supply and tailings facilities. The land position consists of approximately 106 acres of lode and placer claims and 21 acres of patented land. The project is strategically located within the claim group of Quaterra Resource Inc.’s (NYSE – QMM) MacArthur Project. Big Canyon is a past producer with small scale production dating back to the 1930s. Big Canyon has had basic exploration work completed including geologic mapping, seismic profiling and test pit sampling. First Nevada intends to commence a bulk sampling and pilot plant program on this property’s gold bearing Tertiary sands and gravels in Q1 of this year.
First Nevada’s proprietary and patent pending heavy mineral extraction technology is based on a mobile classification and gravimetric processing unit with an integrated water filtration, clarification and recycling system. This allows for the concentration and extraction of heavy minerals from soil, gravel or crushed material with minimal environmental impact, discharge and water consumption. First Nevada also holds a patent pending process for the utilization of portable extraction technologies at mine locations around the world to provide operators with a portable, eco-friendly, low-cost, mineral extraction alternative, which in some locations, would reduce permitting timelines due to the system’s minimal environmental footprint, impact and discharge. There are numerous small mining operations with high-grade material that do not have the capabilities or financial means to process their own ore. First Nevada is strategically positioned to provide a viable solution to this underserved market.
First Nevada’s processing system has been designed for the concentration and extraction of heavy minerals in both the mining industry and the environmental remediation industry. The system can be used for the extraction of heavy mineral based soil contaminants, including; lead, zinc, cadmium, mercury, chromium, copper, tin, zinc and depleted uranium. Depleted uranium (DU) contaminated soils present one of the major environmental challenges to the US Government due to the number of contaminated sites and the volume of material. The US Federal Government Accountability Office estimated its environmental liability to clean up the DU waste at $249 billion in fiscal 2004, representing the government’s third largest liability – Government . IBIS World market research estimates the remediation and environmental cleanup market in Canada at $1 billion annually and the United States at $25 billion annually, growing at a projected 8.8% per year.
Private Placement
Equitorial is also pleased to announce that it has closed the first tranche of a non-brokered private placement (the "Placement") announced Jan. 23, 2013, for up to 10,000,000 common shares at a price of CDN$0.15 per share for gross proceeds to the Company of up to CDN$1,500,000. The first tranche consisted of 3.62 million shares purchased at $0.15 per share for gross proceeds of $543,000. The securities issued under the Placement are subject to a four-month hold period expiring June 1, 2014. The first tranche was subject to a finder’s fee of $7,905 and 52,700 warrants ("Agent's Warrants") payable to Canaccord Genuity Corp. Each Agent's Warrant is exercisable at a price of 15 cents until January 31, 2016.
In accordance with the requirements of section 5.2 of Multilateral Instrument 62-104 and section 3.1 of National Instrument 62-103, Western Potash Corp. (TSX- WPX) advises that it has subscribed for 3,000,000 common shares under the Placement and consequently has become an Insider of the Company, holding 15.54% of Equitorial's issued and outstanding shares. The Company has been advised that Western Potash Corp. purchased the shares for investment purposes, has no present intention to change its security holdings in the Company, but may increase or decrease its ownership interest in the Company in the future. A copy of the underlying Early Warning report as filed with the regulatory authorities may be obtained from Western Potash.
Proceeds from the first tranche of the Placement will be used to conduct geologic mapping, soil sampling, trenching, and ground geophysics (IP, and Magnetics) on the El Havila copper-gold property (the "Property") in Colombia, South America, and for general working capital. The Property is located thirty kilometers East North East of Frontino in the state of Antioquia, and lies within the prolific Choco gold belt, a highly prospective area with potential for porphyry-related gold and copper and epithermal precious metal deposits. The Property is hosted within the Santa Cecillia- La Equis volcanic complex in the western slope of the Columbian Western Cordillera mountain range. The area is being explored by numerous companies including AngloGold Ashanti (La Colosa), Gran Colombia (Marmato) and Continental Gold (Buritica).
On behalf of the Board of Directors
EQUITORIAL EXPLORATION CORP.
“Dean Pekeski”
Dean Pekeski, President and Director
For further information, please contact either Dean Pekeski or Patrick Power at 604-689-1799.
Qualified Person Statement
Technical information related to Equitorial’s El Havila Property contained in this news release has been reviewed and approved by Dean Pekeski P.Geo, a Qualified Person as defined by National Instrument 43-101.
Technical information related to First Nevada’s Barrel Springs and Big Canyon Properties contained in this news release has been reviewed and approved by Ed Morrow P.Geo, a Qualified Person as defined by National Instrument 43-101.
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.