Essex Angel Capital Inc.

TSX VENTURE : EXC


Essex Angel Capital Inc.

August 23, 2013 15:40 ET

Essex Angel Capital Announces Private Placement of Units

WINDSOR, ONTARIO--(Marketwired - Aug. 23, 2013) -

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

Essex Angel Capital Inc. (TSX VENTURE:EXC) (the "Corporation") is pleased to announce a private placement (the "Private Placement") of up to 10,000,000 units of the Corporation (the "Units") at a price of $0.005 per Unit (the "Offering Price") for gross proceeds of up to $50,000. Each Unit is comprised of one common share in the capital of the Corporation (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share (a "Warrant Share") at a price of $0.05 per share for a period of 12 months from the issuance date thereof. The Corporation may issue such number of compensation warrants as is equal up to 10% of the total number of Units issued under the Private Placement and pay finder's fees of up to 10% of the gross proceeds. Completion of the Private Placement is subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange ("TSXV"). The Corporation is seeking relief with respect to the Private Placement pursuant to the bulletin of the TSXV dated April 12, 2013 - Private Placements - Extension and Modification of Temporary Relief from Certain Pricing Requirements. The Private Placement is scheduled to close no later than August 30, 2013. The Common Shares, the Warrants and, upon the exercise of the Warrants, the Warrant Shares will be subject to a four month hold period in accordance with applicable Canadian securities laws.

This news release does not constitute an offer to sell or solicitation of an offer to sell any of the Common Shares in the United States. The Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to a U.S. Person unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

This press release contains certain forward-looking statements about the Corporation's future plans and intentions. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "scheduled" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect Management's current beliefs and are based on information currently available to management as at the date hereof. Forward-looking statements included or incorporated by reference in this press release include statements with respect to proposed terms of the Private Placement.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

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

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