DNI Closes First Tranche of Private Placement

Toronto, Ontario–(Newsfile Corp. – January 29, 2016) – DNI Metals Inc. (CSE: DNI) (“DNI” or the “Company”) announces that, further to its news release dated January 29, 2016, the Company has closed, subject to final Regulatory approval, the first tranche (the “First Tranche”) of its non-brokered private placement financing (the “Private Placement”). The First Tranche comprises 2,000,000 units of the Company (the “Units”) at a price of CDN$0.05 per Unit for aggregate gross proceeds of CDN$100,000. Each Unit consists of one common share of the Company (a “Common Share”) and one common share purchase warrant of the Company (“Warrant”). Each Warrant will entitle the holder to acquire one additional Common Share at a price of CDN$0.10 per Common Share for a period of 18 months following the date of the closing of the First Tranche. All securities issued under the First Tranche are subject to a four month hold period expiring on May 29th 2016. Pursuant to this placement, DNI’s officers and directors subscribed for 70.5% of the securities in the first tranche of the Private Placement.

An aggregate cash commission of $8,000, plus an aggregate of 160,000 non-transferable common share purchase warrants (the “Finder’s Warrants”) is, subject to final Regulatory approval, payable in connection with the closing of the First Tranche to Industrial Alliance Financial Group. Each Finder’s Warrant will be exercisable into one Common Share at an exercise price of CDN$.10 for a period of 18 months following issuance.

The Company expects to use the proceeds raised from the First Tranche to fund general and operating working capital.

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

DNI – Canadian Securities Exchange
DG7N – Frankfurt
Issued: 29,586,204

For further information, contact:
DNI Metals Inc. – Dan Weir, President & CEO 416-595-1195
DanWeir@dnimetals.com
email ir@dnimetals.com. Also visit www.dnimetals.com

Katrin Tosine
Capital Markets and Investor Relations Advisor
kat@dnimetals.com
647.388.4984

We seek Safe Harbour. This announcement includes forward looking statements. While these statements represent DNI’s best current judgment, they are subject to risks and uncertainties that could cause actual results to vary, including risk factors listed in DNI’s Annual Information Form and its MD&As, all of which are available from SEDAR and on its website.

Caution Regarding Forward-Looking Information

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the anticipated benefits of the Transaction to the Company and shareholders of the Company; the pro forma shareholdings of the Company’s shareholders in DNI; execution of the Definitive Agreement, the timing and receipt of the required shareholder, stock exchange and regulatory approvals for the Transaction; the anticipated timing for mailing the management information circular to the shareholders of the Company in respect of the Transaction; the closing of the Transaction; the length of the current market cycle and requirements for an issuer to survive in the current market cycle; future growth potential of DNI and its business; and future mine development plans.

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: satisfaction or waiver of all applicable conditions to closing of the Transaction (including receipt of all necessary shareholder, stock exchange and regulatory approvals or consents, and the absence of material changes with respect to the parties and their respective businesses); the synergies expected from the Transaction not being realized; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets and the market price of the DNI Shares and the Company Shares; fluctuations in spot and forward prices of graphite or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties. In addition, the failure of a party to comply with the terms of the Definitive Agreement (assuming the Definitive Agreement is entered into) may result in that party being required to pay a noncompletion or other fee to the other party, the result of which could have a material adverse effect on the paying party’s financial position and results of operations and its ability to fund growth prospects and current operations. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.

Readers should not place undue reliance on the forwardlooking statements and information contained in this news release. Except as required by law, the Company assumes no obligation to update the forwardlooking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

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Midnight Sun Mining Corp. Closes Private Placement

Vancouver, British Columbia–(Newsfile Corp. – January 29, 2016) – Midnight Sun Mining Corp. (TSXV: MMA) (the “Company” or “Midnight Sun”) has completed the third and final tranche of its previously announced non-brokered private placement. In the third tranche, the Company issued 4,045,000 units (the “Units”) at a price of $0.10 per Unit for gross proceeds of $404,500. Each Unit consists of one (1) common share (“Common Share”) in the capital of the Company and one (1) transferable Common Share purchase warrant (“Warrant”). Each Warrant entitles the holder to purchase one Common Share of the Company for a period of twenty-four months from closing, at an exercise price of $0.20.

All securities issued pursuant to the third and final tranche, including the Common Shares underlying the Warrants, are subject to a statutory hold period which expires on May 30, 2016.

In total, the Company issued 6,901,250 Units for gross proceeds of $690,125. Finder’s fees of $13,400 were paid in cash and 134,000 Broker’s Warrants were issued in connection with the Private Placement. Each Broker’s Warrant entitles the holder to purchase one common share at a price of $0.20 for a period of 24 months, expiring on January 29, 2018.

In total, Insiders of the Company purchased 1,570,000 Units for gross proceeds of $157,000.

The net proceeds of the Offering will be used by the Company to fund further exploration work on its optioned Zambian mineral exploration permits as well as general working capital.

The completion of the private placement is subject to final acceptance by the TSX Venture Exchange.

Zambian Update

The Company has retained Blu Rock Mining Services Ltd to conduct a drill campaign of approximately 600-650 metres on the Company’s optioned Solwezi Property. The drill program will test the previously identified (see Company news release dated May 7, 2015) Dumbwa Central soil anomaly and the Mitu targets, which are located approximately 10 kilometres south of the Dumbwa Central target. The Company anticipates results of this program during the first quarter of 2016.

This press release is not an offer or a solicitation of an offer of securities for sale in the United States. The securities have not been and will not be registered under the U.S. 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.

ON BEHALF OF THE BOARD

Robert Sibthorpe
President & CEO

For further information contact:

Al Fabbro
Director
Tel: 604-351-8850

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 NEWS RELEASE.

These securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

This news release includes certain statements that may be deemed “forward-looking statements.” All statements in this release, other than statements of historical facts, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include, changes in market conditions, unsuccessful exploration results, unanticipated changes in key management personnel and general economic conditions. Mining exploration and development is an inherently risky business. Accordingly the actual events may differ materially from those projected in the forward-looking statements. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company’s forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.

NOT FOR DISTRIBUTION TO THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES

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Micromem Technologies Inc. Re-engages RB Milestone Group

Toronto, Ontario & New York, New York–(Newsfile Corp. – January 29, 2016) – Micromem Technologies Inc. (CSE: MRM) (OTCQX: MMTIF) (the “Company”) has re-engaged RB Milestone Group LLC (“RB Milestone”) to continue their services and update its current institutional research report on the Company. To pay for the services of RB Milestone the Company has completed a private placement totalling 183,334 common shares at a subscription price of US $0.30 (CAD $0.42) per share for gross proceeds of USD $55,000 (CAD $77,402.). The common shares are subject to resale restrictions.

About Micromem and MASTInc
MASTInc is a wholly owned U.S.-based subsidiary of Micromem Technologies Inc., a publicly traded (OTCQX: MMTIF) (CSE: MRM) company. MASTInc analyzes specific industry sectors to create intelligent game-changing applications that address unmet market needs. By leveraging its expertise and experience with sophisticated magnetic sensor applications, MASTInc successfully powers the development and implementation of innovative solutions for oil & gas, utilities, automotive, healthcare, government, information technology, manufacturing, and other industries. Visit www.micromeminc.com www.mastinc.com.

Safe Harbor Statement
This press release contains forward-looking statements. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company’s actual results to differ materially from those projected in such forward-looking statements. In particular, factors that could cause actual results to differ materially from those in forward looking statements include: our inability to obtain additional financing on acceptable terms; risk that our products and services will not gain widespread market acceptance; continued consumer adoption of digital technology; inability to compete with others who provide comparable products; the failure of our technology; the infringement of our technology with proprietary rights of third parties; inability to respond to consumer and technological demands; inability to replace significant customers; seasonal nature of our business; and other risks detailed in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made and are not guarantees of future performance. We undertake no obligation to publicly update or revise any forward-looking statements. When used in this document, the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential,” and similar expressions may be used to identify forward-looking statements.

The CSE or any other securities regulatory authority has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release that has been prepared by management.

###

Listing: NASD OTCQX – Symbol: MMTIF
                CSE – Symbol: MRM

Shares issued: 197,176,368
SEC File No: 0-26005
Investor Contact:
info@micromeminc.com; Tel. 416-364-2023
Subscribe to receive News Releases by Email on our website’s home page. www.micromeminc.com

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DNI Closes First Tranche of Private Placement

Toronto, Ontario–(Newsfile Corp. – January 29, 2016) – DNI Metals Inc. (DNI: CSE) (“DNI” or the “Company”) announces that, further to its news release dated January 29, 2016, the Company has closed, subject to final Regulatory approval, the first tranche (the “First Tranche”) of its non-brokered private placement financing (the “Private Placement”). The First Tranche comprises 2,000,000 units of the Company (the “Units”) at a price of CDN$0.05 per Unit for aggregate gross proceeds of CDN$100,000. Each Unit consists of one common share of the Company (a “Common Share”) and one common share purchase warrant of the Company (“Warrant”). Each Warrant will entitle the holder to acquire one additional Common Share at a price of CDN$0.10 per Common Share for a period of 18 months following the date of the closing of the First Tranche. All securities issued under the First Tranche are subject to a four month hold period expiring on May 29th 2016. Pursuant to this placement, DNI’s officers and directors subscribed for 70.5% of the securities in the first tranche of the Private Placement.

An aggregate cash commission of $8,000, plus an aggregate of 160,000 non-transferable common share purchase warrants (the “Finder’s Warrants”) is, subject to final Regulatory approval, payable in connection with the closing of the First Tranche. Each Finder’s Warrant will be exercisable into one Common Share at an exercise price of CDN$.10 for a period of 18 months following issuance.

The Company expects to use the proceeds raised from the First Tranche to fund general and operating working capital.

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

DNI – Canadian Securities Exchange
DG7N – Frankfurt
Issued: 29,586,204

For further information, contact:
DNI Metals Inc. – Dan Weir, President & CEO 416-595-1195
DanWeir@dnimetals.com
email ir@dnimetals.com. Also visit www.dnimetals.com

Katrin Tosine
Capital Markets and Investor Relations Advisor
kat@dnimetals.com
647.388.4984

We seek Safe Harbour. This announcement includes forward looking statements. While these statements represent DNI’s best current judgment, they are subject to risks and uncertainties that could cause actual results to vary, including risk factors listed in DNI’s Annual Information Form and its MD&As, all of which are available from SEDAR and on its website.

Caution Regarding Forward-Looking Information
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the anticipated benefits of the Transaction to the Company and shareholders of the Company; the pro forma shareholdings of the Company’s shareholders in DNI; execution of the Definitive Agreement, the timing and receipt of the required shareholder, stock exchange and regulatory approvals for the Transaction; the anticipated timing for mailing the management information circular to the shareholders of the Company in respect of the Transaction; the closing of the Transaction; the length of the current market cycle and requirements for an issuer to survive in the current market cycle; future growth potential of DNI and its business; and future mine development plans.
These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: satisfaction or waiver of all applicable conditions to closing of the Transaction (including receipt of all necessary shareholder, stock exchange and regulatory approvals or consents, and the absence of material changes with respect to the parties and their respective businesses); the synergies expected from the Transaction not being realized; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets and the market price of the DNI Shares and the Company Shares; fluctuations in spot and forward prices of graphite or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties.
In addition, the failure of a party to comply with the terms of the Definitive Agreement (assuming the Definitive Agreement is entered into) may result in that party being required to pay a noncompletion or other fee to the other party, the result of which could have a material adverse effect on the paying party’s financial position and results of operations and its ability to fund growth prospects and current operations. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.
Readers should not place undue reliance on the forward
looking statements and information contained in this news release. Except as required by law, the Company assumes no obligation to update the forwardlooking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

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Seair Inc. Announces Q1 FY2016 Results

Calgary, Alberta–(Newsfile Corp. – January 29, 2016) – Seair Inc. (TSXV: SDS) (“Seair” or the “Corporation”) announced that it has filed its financial statements and Management’s Discussion and Analysis for the quarter ended November 30, 2015. Interested parties may view or download copies of these documents from www.SEDAR.com.

About Seair Inc.

The Company is a water technology corporation active at the heart of water-energy nexus that provides proprietary diffusion technology with global applications in several industry sectors, including oil & gas, mining, municipal and industrial wastewater applications. The key proprietary technology of the company solves critical oil-water separation (de-oiling) cost-effectively for oil producers. Seair has commercialized proprietary technology that can diffuse gases, such as oxygen, ozone and carbon dioxide, into liquids more effectively and with lower power consumption than the competition. Seair’s patented technologies can produce micron size bubbles that are more efficient than other diffusion technologies because the diffused gases remain in solution for extended periods of time, leading to increased productivity and lower operating costs. Seair has been working with customers in the Oil and Gas industry for over five years. Seair applications include oil sands SAGD water solutions, frac and produced water treatment, industrial ponds treatment, mine dewatering/treatment, end-to-end sewage treatment for permanent residential communities and remote work camps, golf course irrigation and pond treatment and most recently, industrial emissions treatment. Parties interested in obtaining further information or receiving news releases and corporate documents from Seair may email such requests to info@seairinc.com or visit the Seair website at www.seairinc.com.

Statement Regarding Forward-Looking Information

This news release of Seair contains statements that constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Seair’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur. Forward-looking statements in this document include statements regarding Seair’s expectations regarding the regulatory approval of the issuance of Common Shares in satisfaction of interest payable on the Debentures and the timing of the delivery of such Common Shares. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Any factor could cause actual results to differ materially from Seair’s expectations. Seair undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

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.

Contact Information:

Seair Inc.
Jim Laird, CFO
info@seairinc.com

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IIROC Trade Halt – Bluefire Mining Corp.

Vancouver, British Columbia–(Newsfile Corp. – January 29, 2016) – The following issues have been halted by IIROC:

Company: 

Bluefire Mining Corp.

TSX-V Symbol:

BFM

Reason:

At the Request of the Company Pending News

Halt Time (ET)

13:15

   

IIROC can make a decision to impose a temporary suspension of trading in a security of a publicly listed company, usually in anticipation of a material news announcement by the company. Trading halts are issued based on the principle that all investors should have the same timely access to important company information. IIROC is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.

– 30 –

For further information: IIROC Inquiries 1-877-442-4322 (Option 3) – Please note that IIROC is not able to provide any additional information regarding a specific trading halt. Information is limited to general enquiries only.

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Ecuador Gold Announces Proposed Consolidation, Agreement on Extension of Maturity Date and Conversion Price of Debentures, and an Additional US$500,000 of New Debentures

Toronto, Ontario–(Newsfile Corp. – January 29, 2016) – Ecuador Gold & Copper Corp. (TSXV: EGX) (the “Company“), is pleased to announce that it has agreed to amend the terms of all outstanding senior secured convertible debentures (the “Debentures“) (the “Debenture Amendments“), which have an aggregate principal amount of US$2,605,000, to extend the maturity date of the Debentures to March 5, 2016 in exchange for a new conversion price on a post-consolidation basis of $0.15 per Unit (the “New Conversion Price“) of the Company, subject to the Company consolidating all of its issued and outstanding common shares on a 10-to-1 basis (the “Consolidation“) and the requirements and approval of the TSX Venture Exchange (the “Exchange“), and the Company has agreed to use its commercially reasonable best efforts to obtain such approval as soon as reasonably possible. Upon completion of the Consolidation, the maturity date of the Debentures shall be further extended to December 31, 2016. Each “Unit” remains comprised of one common share and one-half common share purchase warrant (each whole warrant a “Warrant“) of the Company, and each Warrant entitles the holder thereof to acquire one additional common share of the Company at an new proposed post-Consolidation exercise price of C$0.15 per share for 24 months following the date of issuance. The Consolidation is subject to Exchange approval and approval of the Company’s shareholders as well.

In connection with seeking shareholders’ approval for the Consolidation, the Company has scheduled a special shareholders’ meeting to be held on Friday, March 4, 2016 at 10:00 a.m. at the office of its corporate solicitors, Boughton Law, located at Suite 700, 595 Burrard Street, Vancouver, B.C.

In addition, the Company wishes to announce a non-brokered private placement offering of a further US$500,000 of senior secured convertible debentures (the “New Debentures“). Each New Debenture will bear an interest of 12% per annum with the principal amount and interest due and payable on the same extended maturity date (the “Maturity Date“) as described above for the other Debentures unless converted into Units prior to the Maturity Date at a pre-Consolidation price of $0.015 per Unit. The issuance of the New Debentures is subject to the requirements and approval of the Exchange, and the Company has agreed to use its commercially reasonable best efforts to obtain such approval as soon as reasonably possible. Neither the Debenture Amendments nor issuance of the New Debenture will result in the creation of a new control person. The New Debentures are expected to be issued in two tranches: firstly, US$300,000; and secondly, US$200,000 upon completion of the Consolidation.

The sale of the New Debentures is intended to be made to certain major shareholders of the Company, including Aura International Services Ltd. (“Aura“), in reliance of certain prospectus exemptions. Aura presently owns 129,063,587 common shares of the Company, representing 50.3% ownership. Accordingly, Aura is a control person of the Company under applicable securities laws and is therefore also a related party to the Company. Consequently, the sale of New Debentures to Aura is a related party transaction, which is intended to be carried out under exemptions from the requirements of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Likewise, the Debenture Amendments also constitutes a related party transaction under MI 61-101, but such amendments are subject to the requirements and approval of the Exchange, which will require approval of the majority of the minority shareholders. For the Debenture Amendments, the Company will rely on an exemption from formal valuation requirements under section 5.5(b) of MI 61-101 as described below in the context of the new Debenture offering.

Under the New Debenture offering, the Company is relying upon exemptions from both the formal valuation requirements and minority shareholder approval requirements of MI 61-101 under sections 5.5(b) and 5.7(1)(b) thereof, respectively. The Company is not aware of any valuation of the Company or its mineral properties. The Company is entitled to rely upon the exemption under section 5.5(b) because it is listed only on the TSX Venture Exchange and not one of the specified markets listed therein. The Company is entitled to rely on the exemption under section 5.7(1)(b) because the New Debenture offering is a distribution of securities for cash of not more than $2,500,000. Aura may acquire New Debentures in the principal amount of up to approximately US$416,600 under the New Debenture offering and has already acquired prior Debentures having an aggregate principal amount of US$2,133,000. If Aura were to convert all such New Debentures and prior Debentures as well as the Warrants contained in the Units together with all other common share purchase warrants of the Company held by Aura at the existing conversion prices prior to the New Conversion Price taking effect in the prior Debentures, and assuming that no other holders of convertible securities of the Company converted or exercised their securities, then Aura would hold approximately 501,305,187 common shares of the Company (assuming an exchange rate of C$1.46/USD) representing approximately 79.7% ownership.

The proceeds of the New Debenture offering are being used for the Company’s Condor Gold Project, in-country working capital in Ecuador, and as additional working capital of the Company. All securities issued under the New Debenture offering will be subject to a statutory four-month hold period from the date of issuance. No finders fees will be paid in connection with the New Debenture offering.

About Ecuador Gold and Copper Corp.

Ecuador Gold and Copper Corp. is a Canadian exploration and mining company focused on its gold and copper mineral properties located in the Province of Zamora-Chinchipe in southern Ecuador. The Company has completed a Preliminary Economic Assessment of its Santa Barbara Gold and Copper Project dated May 29, 2015, and is currently listed on the TSX Venture Exchange under the symbol “EGX”. For additional information, please visit us at http://ift.tt/1zvvYqj.

For further information please contact:

Heye Daun
President, Chief Executive Officer and Director
Telephone: +1-604-687 2038 (Vancouver Office)
Email: hdaun@ecuadorgoldandcopper.com

Cautionary Note

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.

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.

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