Ecuador Gold and Copper Corp. Announces Closing of its Qualifying Transaction

/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 /CNW/ - 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 No. 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.

For further information:

Carson Phillips
Vice-President, Corporate Development
Telephone: (604) 569-0721
E-mail: cphillips@ecuadorgoldinc.com

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Ecuador Gold and Copper Corp.

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