Mississauga (Canada), April 28, 2017: JOURDAN RESOURCES INC. (TSX-V NEX: JOR.H) (“Jourdan” or the “Company”) announces that further to its news release dated February 27, 2017, the Company has issued 5,860,863 common shares at the deemed price of $0.075 per common share in settlement of outstanding debt of $439,565.
Michael Dehn, President and CEO and a Director of the Company, and Glen Wylie, a former CFO of the Company, at the time that the transactions were completed, participated, directly and indirectly through Avanti Management & Consulting Limited, in the shares for debt transactions as to respectively an aggregate of 279,423 commons shares for Mr. Dehn, 21,897 common shares for Mr. Wylie and 2,475,146 common shares for Avanti for aggregate debt settlements of $208,235. Each of these shares for debt transactions were exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 as neither the fair market value of any securities issued to or the consideration paid by such persons exceeds 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the shares for debt transactions as the date of the TSXV approval was unknown and the Company wished to close on an expedited basis for sound business reasons upon its receipt.
All securities issued pursuant to the shares for debt transactions are subject to a four month hold period expiring on August 29, 2017.
Lastly, the Company want to correct the information provided in connection with the closing of its unit offering on April 11, 2017. The Company paid to arm’s length finders an aggregate amount of $68,503.99 and issued an aggregate of 813,387 non-transferable finder warrants.
Early Warning Pursuant to National Instrument 62-103
Upon completion of the Offering, Michael Dehn, President and CEO and a Director of the Company, and Glen Wylie, a former CFO of the Company, acquired, directly and indirectly through Avanti Management & Consulting Limited, 2,754,769 common shares and 2,497,043, representing 9.27% and 8.41% of the total issued common shares requiring disclosure pursuant to the early warning requirements of applicable securities laws.
The deemed issue price of all the common shares issued pursuant to the Offering was $0.075. Mr. Dehn and Mr. Wylie may, directly or indirectly, depending on market and other conditions, acquire beneficial ownership of, or control or direction over, additional common shares, through market transactions, private agreements or otherwise, in accordance with applicable securities legislation. The securities were issued pursuant to the exemption contained in Section 2.14 of National Instrument 45-106.
About Jourdan Resources
Jourdan Resources Inc. is a Canadian junior mining exploration company trading under the symbol JOR.H on the TSX Venture NEX Exchange. The Company is focused on the acquisition, exploration, production, and development of mining properties in lithium.
Please visit the Company’s website at www.jourdan.ca
For further information please contact:
President and CEO
Tel: (647) 477-2382
Fax: (647) 477-2389
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release, including any information as to our strategy, projects, plans or future financial or operating performance and other statements that express management’s expectations or estimates of future performance, may constitute forward-looking information (collectively “forward-looking information”) within the meaning of Canadian securities laws. Forward-looking information may be identified by terminology such as “may”, “will”, “could”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “projects”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not historical facts and include, but are not limited to, resource estimates, capital and operating expenditures, economic conditions, availability of sufficient financing, receipt of approvals, satisfaction of closing conditions and any and all other timing, development, operational, financial, economic, legal, regulatory and/or political factors that may influence future events or conditions. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited to, access to capital markets and other sources of financing and associated cost of funds, final receipt of any required approvals, sufficient working capital for development and operations, access to adequate services and supplies, availability of markets for products, commodity prices, foreign currency exchange rates, interest rates, availability of a qualified work force, availability of manufacturing equipment, no material changes to the tax and regulatory regime, the ultimate ability to execute business plans on
economically favourable terms and those material factors and assumptions disclosed in other public filings of Jourdan Resources.
While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to, risks and uncertainties disclosed in other public Jourdan Resources filings, changes in general economic, market and business conditions, competition for, among other things, capital and skilled personnel, and other unforeseen events or circumstances, that may cause the actual financial results, performance or achievements of the Company to be materially different from estimated future results, performance or achievements expressed or implied by the forward-looking statements.
Copies of the Company’s public filings under applicable Canadian securities laws are available at www.sedar.com. The Company further cautions that information contained on, or accessible through, this website is current only as of the date of filing such information and may be superseded by subsequent events or filings. Other than as required by law, Jourdan Resources does not intend, and undertakes no obligation, to update any forward looking information to reflect, among other things, new information or future events.
Although the Company believes many of its properties have promising potential, its properties are in the early stages of exploration. None have yet been shown to contain proven or probable mineral reserves. There can be no assurance that such reserves will be identified on any property, or that, if identified, any mineralization may be economically extracted.
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. Statements in this release that are not historic facts are “forward-looking statements” and readers are cautioned that any such statements are not guarantees of future performance, and that actual developments or results, may vary materially from those in these “forward-looking statement.