August 18, 2020 – TheNewswire – JIULIAN RESOURCES INC. (TSXV:JLR) (“Jiulian” or the “Company“) advises that further to its news release of July 30, 2020 announcing the entering into of an option agreement with Jaguar Mining Inc. to acquire up to a 100% interest in the Pedra Branca Project located in Ceara State, Northeastern Brazil (the “Acquisition“) and a non-brokered private placement (the “Concurrent Financing“) of up to 17,500,000 units (the “Units“) of the Company at a price of $0.10 per Unit for gross proceeds of up to $1,750,000, the Company intends to complete a portion of the Concurrent Financing pursuant to the exemption set out in BC Instrument 45-536 – Exemption from prospectus requirement for certain distributions through an investment dealer (the “Investment Dealer Exemption“).
Each Unit consists of one common share of the Company (a “Common Share“) and one-half of one common share purchase warrant (each whole warrant a “Warrant“). Each Warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.15 per share for a period of 24 months from closing, subject to an accelerated expiry. In the event the closing trading price of the Company’s shares is greater than $0.25 per share for a period of 10 consecutive trading days (the “Acceleration Event“) the Company will give notice to the holders of the Acceleration Event and the Warrants will expire 30 days thereafter.
In accordance with the Investment Dealer Exemption, the Company advises that, as at the date hereof, there is no material fact or material change in respect of the Company that has not been generally disclosed. The Company further advises that there is no minimum number of Units being offered pursuant to the Concurrent Financing.
The Company intends to use the net proceeds of the Concurrent Financing for purposes of completing the Acquisition and funding the required US$1M of earn-in expenditures and operating costs in relation to the development of the Pedra Branca Project. The Concurrent Financing is integral to the proposed Acquisition and therefore the Company expects to rely on the “part and parcel pricing exception” provided for in the policies of the TSX Venture Exchange (the “Exchange“).
Subject to Exchange acceptance, the completion of the Acquisition and the Concurrent Financing are expected to occur in early September 2020.
The Company may pay finders’ fees of 5% cash and 5% finders warrants (“Finder Warrant“). Each Finder Warrant will entitle the holder to acquire a Common Share at a price of $0.15 for 24 months from closing, subject to the Acceleration Event.
All securities issued under the Concurrent Financing will be subject to a hold period of four months and a day from the date of issuance under applicable securities laws.
Jiulian is an exploration company engaged in acquiring and advancing prospective and under-explored gold properties both in Canada and internationally. The Company’s current portfolio includes the wholly-owned, Bigg Kidd property, located near Aspen Grove, BC. Jiulian Resources is listed on the Exchange under the symbol “JLR”.
ON BEHALF OF THE BOARD
Douglas Meirelles, President and CEO
For more information regarding this news release, please contact:
Cautionary Note Regarding Forward-Looking Information
This news release contains statements that constitute “forward-looking Information”, as such term is used in applicable Canadian securities laws. Such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the Company’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 information. Forward-looking information includes 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 information in this document includes statements concerning the Company’s intention to complete the Acquisition and the Concurrent Financing and the expected use of proceeds of the Concurrent Financing and all other statements that are not statements of historical fact.
Although the Company believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by its nature forward-looking information involves assumptions and known and unknown risks, uncertainties and other factors which may cause our actual results, level of activity, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.
Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; the Covid-19 pandemic; adverse industry events; the receipt of required regulatory approvals and the timing of such approvals; that the Company maintains good relationships with the communities in which it operates or proposes to operate, future legislative and regulatory developments in the mining sector; the Company‘s ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in Canada and generally; the ability of the Company to implement its business strategies; competition; the risk that any of the assumptions prove not to be valid or reliable, which could result in delays, or cessation in planned work, risks associated with the interpretation of data, the geology, grade and continuity of mineral deposits, the possibility that results will not be consistent with the Company’s expectations, as well as other assumptions risks and uncertainties applicable to mineral exploration and development activities and to the Company, including as set forth in the Company’s public disclosure documents filed on the SEDAR website at www.sedar.com.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
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.
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