Mississauga (Canada), April 11, 2017: JOURDAN RESOURCES INC. (TSX-V NEX: JOR.H) (“Jourdan” or the “Company“) is pleased to announce that it has closed its oversubscribed non-brokered private placement previously announced in its press releases dated March 21, 2017. The Company issued an aggregate of 16,100,000 units at a price of $0.075 per unit for aggregate gross proceeds of $1,207,500 (the “Offering”).
The net proceeds from the private placement will be used for working capital, advancing exploration on Quebec lithium properties and acquisitions.
Each Unit is comprised of one (1) common share in the capital of the Company (a “Common Share“) and one half of one (1) Common Share purchase warrant (a “Warrant“). Each whole Warrant entitles the holder thereof to purchase one (1) Common Share at an exercise price of $0.10 per share until April 10, 2018 (the “Warrant Expiry Date“).
In the event that, during the period following 12 months from the Closing Date, the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange exceeds $0.25 per Common Share for any period of 10 consecutive trading days, the Company may, at its option, following such 10-day period, accelerate the Warrant Expiry Date by delivery of notice to the registered holders (an “Acceleration Notice“) thereof and issuing a press release (a “Warrant Acceleration Press Release“, and, in such case, the Warrant Expiry Date shall be deemed to be 5:00 p.m. (Toronto time) on the 30th day following the later of (i) the date on which the Acceleration Notice is sent to Warrant holders, and (ii) the date of issuance of the Warrant Acceleration Press Release.
In connection with the Offering, the Company paid to arm’s length finders an aggregate amount of $75,503.98 and issued an aggregate of 880,053 non transferable finder warrants (the “Finder Warrants“) having the same terms as the Warrants.
Michael Dehn, President and CEO and a Director of the Company, indirectly through Avanti Management & Consulting Limited, and Maxime Lemieux, Corporate Secretary and a Director of the Company, at the time that the Offering was completed, participated in the Offering as to respectively an aggregate of 639,336 Units and 40,000 Units for total proceeds of $50,950.20. Accordingly, the Offering constituted to that extent a “related party transaction” under MI 61-101. The transaction is 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 Offering as the details of the Offering and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.
All securities issued pursuant to the Offering are subject to a four-month hold period expiring on August 11, 2017.
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.jourdanresources.com
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 statements”.