Vancouver, B.C. – TheNewswire – September 9, 2020. Jayden Resources Inc., (“Jayden” or the “Company”) (TSXV:JDN) (OTC:PNMLF) is pleased to announce a unit offering (“Offering”) of up to 11,000,000 units (“Units”) at a price of $0.05 per Unit for gross proceeds of up to $550,000. Each Unit is comprised of one (1) common share in the capital of Jayden (“Common Share”) and one transferable Common Share purchase warrant. Each Warrant entitles the holder to purchase one (1) additional Common Share at a price of $0.07 for a period of two (2) years following the date of closing.
The Company anticipates that certain “related parties” of Jayden will participate in the Offering. The participation in the Offering of such “related parties” will constitute a “related party transaction” as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101. In particular, Jayden anticipates that the exemptions set out in paragraphs (a) and (b) in section 5.5 of MI 61-101 are applicable since the aggregate consideration to be paid by the related parties will not exceed 25% of the market capitalization of Jayden and Jayden is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange. In addition, regarding the minority shareholder approval exemptions, the independent directors have determined that the exemptions set out in paragraphs (1)(a) and (b) in section 5.7 of MI 61-101 are applicable in that the aggregate consideration to be paid by the related parties will not exceed 25% of the market capitalization of Jayden , the distribution of the securities to the related parties will have a fair market value of not more than $2,500,000 and Jayden is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange.
The private placement is subject to TSX Venture Exchange approval. The shares and units will be subject to a four-month-plus-one-day hold period. Subject to regulatory approval of the closing of an acquisition announced on September 4, 2020 with Teuton Resources Corp., a $125,000 of the proceeds will be allocated to the acquisition of the Harry and Outland Silver Bar Properties from Teuton Resources Corp. a $25,000 cash first year payment, and $100,000 towards exploration expenditures on the property during the first year as per the agreement. The balance of the proceeds will be used to pay down a portion of the Company’s current debt and the balance for working capital purposes.
On Behalf of the Board:
President and Director
Disclosure and Caution
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Neither 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.
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