NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO U.S. NEWSWIRE SERVICES
September 26, 2011, Vancouver, British Columbia: Further to its press release dated September 6, 2011, Equitas Resources Corp. (TSXv: EQT) (FSE: T6U1) (the “Company”) is pleased to announce that it has closed the second tranche of its private placement previously announced on July 7, 2011. The Company has raised $758,750 through the issuance of 5,058,333 Units (the “Units”) at a price of $0.15 per Unit. This second tranche closes the entire private placement for an aggregate of 15,058,333 Units of the Company at a price of $0.15 per Unit for gross proceeds of $2.26 million. The private placement includes a $1.35 million strategic investment by Yield Gold Group Limited (“Yield Gold”), a wholly-owned subsidiary of Zijin Mining Group Co., Ltd. (“Zijin”). Zijin is a large international mining group listed on the Hong Kong and Shanghai Stock Exchanges that is primarily focused on the exploration and development of gold and base metal projects.
Each Unit consists of one common share (a “Share”) and one half of one share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one additional Share of the Company for a period of 24 months from the closing date at a price of $0.20 per Share. The Shares and any shares issued upon exercise of the Warrants in this second tranche are subject to a hold period expiring January 22, 2012.
Under the investment agreement between the Company and Yield Gold (the “Agreement”), 9,000,000 Units of the Company were issued to Yield Gold at a price of $0.15 per Unit for gross proceeds of $1.35 million. Upon closing, Yield Gold will own approximately 19.9% of the Company on a fully-diluted basis.
Under the terms of the Agreement, Yield Gold is entitled to a board seat and will have a right of first refusal on the development of properties as proposed by the Company. This right is exercisable for a period of 60 days following the decision by the Company to put any part of its properties into production. Yield Gold also has a right of first refusal on any potential sale of any of its properties which right is exercisable for a period of 60 days from the date an offer is received to purchase such property. Subject to shareholder approval, Yield Gold has also been granted an option to acquire up to an additional number of shares such that its aggregate holdings
would be 31% of the issued and outstanding common shares of the Company on a fully diluted basis. The price at which such option can be exercised is equal to the average closing price of the common shares of the Company for the 20 trading days prior to the exercise of such option. The option is exercisable any time up to the earlier of the date on which Yield Gold holds 31% of the Company’s shares and 12 months from the date shareholder approval for the option is obtained.
In connection with the closing of the second tranche of the private placement finder’s fees totalling $12,000 were paid in accordance with the policies of the TSX Venture Exchange. The proceeds from the private placement will be used for general working capital and mineral exploration on the Company’s properties.
About Zijin Mining Group
Zijin is a large international mining group that is primarily focused on the exploration and development of gold and base metal projects. Zijin has subsidiaries in over 20 provinces in China and in seven other foreign countries. It is a public company listed on the Hong Kong Stock Exchange (HKSE: stock code: 2899.HK) and the Shanghai Stock Exchange (SHA: 601899.SS) with a multi-billion dollar market capitalization.
About Equitas Resources Corp.
Equitas is a junior exploration and development company focused on creating shareholder value through discovery. The Company is at the early stage of the value creation process focused primarily on copper gold porphyry targets, including the Day Copper-Gold Porphyry Project located in the Toodoggone region of north central British Columbia. For more information please visit the Company’s website at http://www.equitasresources.com or email firstname.lastname@example.org.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. 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.
On Behalf of the Board
President and Director
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this News Release.
Statements in this press release which are not purely historical are forward-looking statements, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements in this news release include that the proceeds of the private placement will be for advancing the Company’s exploration plans and for general working capital and that a finder’s fee may be payable in accordance with the policies of the TSX Venture Exchange.
It is important to note that actual outcomes and the Company’s actual results could differ materially from those in such forwardlooking statements. Risks and uncertainties include, but are not limited to, economic, competitive, governmental, environmental and technological factors that may affect the Company’s operations, markets, products and prices. Readers should refer to the risk disclosures outlined in the Company’s Management Discussion and Analysis of its audited financial statements filed with the British Columbia Securities Commission.