Vancouver, British Columbia, August 15, 2016 – Equitas Resources Corp. (“Equitas” or the “Company”) (TSXV: EQT) (US: EQTRF) (Frankfurt: T6UN) is pleased to announce that it has modified terms with Cartesian Royalty Holdings Pte. Ltd. (“CRH”), an affiliate of Cartesian Capital Group, with regard to a previously announced US$5 million revolving gold prepayment loan facility (“Gold Prepay”) and US$1 million equity financing.
“With this announcement we are very close to closing the Cartesian US$6 million finance package deal. This innovative financing with Peter Yu and the CRH team will position us to take our long term development plans forward. It gives Equitas the financial capability to expand our portfolio’s resources, and put them into production, starting with the Cajueiro Project” Chris Harris, President and CEO of Equitas Resources states. “We are excited to move forward with our developments and expect to meet our strategic growth targets with Cartesian as a long-term partner”.
The Gold Prepay is a secured loan of up to US$5 million to be repaid in gold at a pre-agreed volume and price, with terms generally as per the Company’s June 7, 2016 news release. In addition, CRH will still make the same equity commitment to Equitas announced June 7, although the mechanics will be modified to use bonus warrants in lieu of a private placement. This will provide the Company with future cash infusions and provide CRH with an opportunity to participate in the Company’s success.
It is now contemplated that contemporaneously with execution of the Gold Prepay, the Company will issue to CRH the following securities:
1) In settlement of an establishment fee of USD$120,000, (i) 2,226,343 common shares of the Company and warrants to acquire 2,226,343 common shares of the Company at an exercise price of CAD$0.117 per common share. Such warrants shall be exercisable by CRH from the execution date of the Gold Prepay and terminating 24 months thereafter.
2) Short Term Bonus Warrants to acquire 4,638,214 common shares of the Company at an exercise price of CAD$0.07 per common share, required to be exercised by CRH at the date of closing of the first advance under the Gold Prepay.
3) Long Term Bonus Warrants to acquire an additional 4,638,214 common shares of the Company at an exercise price of CAD$0.117 per common share which may be exercised by CRH commencing at the date of closing of the first advance under the Gold Prepay and terminating on the later of 24 months from the date of closing of the first advance under the Gold Prepay and 25 months from the execution date of the Gold Prepay.
4) Short Term Bonus Warrants to acquire an additional 13,914,643 common shares of the Company at an exercise price of CAD$0.07 per common share which are required to be exercised by CRH at the date of closing of the second advance under the Gold Prepay. However, in advance of the closing of the second advance, these warrants may be exercised by CRH commencing, at the option of CRH, as of any date after the nine month anniversary of the execution of the Gold Prepay.
5) Long Term Bonus Warrants to acquire an additional 13,914,643 common shares of the Company at an exercise price of CAD$0.117 per common share which may be exercised by CRH commencing after exercise of the Short Term Bonus Warrants and terminating on the earlier of 24 months from the exercise commencement date and 34 months from the execution date of the Gold Prepay.
These equity investments by Cartesian through warrant exercise will have the same effect and result in the same equity proceeds to Equitas as was originally announced in the June 7, 2016 news release.
The Gold Prepay documents are being completed and are subject to TSX Venture Exchange approval. The Company and CRH also agreed to restriction on gold prepay and debt capital-raising by the Company to September 4, 2016 and agreed to execute definitive agreements no later than September 1, 2016.
About Cartesian Capital Group
Cartesian Capital Group, LLC is a global private equity firm with proven expertise in assisting closely-held companies develop into global market leaders. Cartesian manages more than $2.4 billion in capital and has offices in New York, Sao Paulo, Shanghai, Warsaw, and Bermuda.
On Behalf of the Board of Directors,
EQUITAS RESOURCES CORP.
President & CEO
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 press release.
Forward-Looking StatementsThis News Release includes “forward-looking statements” as that term within the meaning of securities laws of applicable jurisdictions. Forward looking statements in this news release include that we will agree upon and sign definitive agreements for the Gold Prepay; that we will become gold producers; that we can attain TSXV approval; and that we will produce sufficient gold to repay our loans. Risks, uncertainties and other factors may cause Equitas Resources Corp.’s actual results, performance, production or achievements to differ materially from those expressed or implied by the forward-looking statements (and from past results, performance or achievements). These factors include, but are not limited to, the failure to sign agreements with CRH or the failure to obtain TSXV approval; the failure to complete and commission the mine facilities, processing plant and related infrastructure in the time frame and within estimated costs currently planned; variations in global demand and price for gold; fluctuations in exchange rates between the U.S. Dollar, the Brazilian Real and the Canadian dollar; the failure of Equitas Resources Corp.’s suppliers, service providers and partners to fulfil their obligations under construction, supply and other agreements; unforeseen geological, physical or meteorological conditions, natural disasters or cyclones; changes in the regulatory environment, industrial disputes, labour shortages, political and other factors; the inability to obtain additional financing, if required, on commercially suitable terms; and global and regional economic conditions. Readers are cautioned not to place undue reliance on forward-looking statements. The information concerning possible production in this announcement is not intended to be a forecast. They are internally generated goals set by the board of directors of Equitas Resources Corp. The ability of the company to achieve any targets will be largely determined by the company’s ability to secure adequate funding, implement mining plans, resolve logistical issues associated with mining and enter into any necessary off take arrangements with reputable third parties. Although Equitas Resources Corp. believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements.