VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 10, 2013) -
THIS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Jayden Resources Inc. (TSX:JDN) ("Jayden" or the "Company") announces that further to its press releases dated August 30, 2013 and October 25, 2013, the Company has completed its previously announced rights offering (the "Rights Offering").
Pursuant to the Rights Offering, Jayden will issue in total 25,139,641 ordinary shares (the "Ordinary Shares") at a subscription price of $0.10 per Ordinary Share (the "Subscription Price"), providing gross proceeds of $2,513,964. The Company's total issued and outstanding Ordinary Shares will increase to 50,279,282.
As described in the prospectus for the Rights Offering, Gather Success Holdings Limited ("Gather Success") agreed to purchase from the Company at the Subscription Price any Ordinary Shares (the "Standby Ordinary Shares") that were not otherwise subscribed for under the Rights Offering. Gather Success purchased a total of 4,687,364 Standby Ordinary Shares for $468,736. In consideration for Gather Success agreeing to subscribe for the Standby Ordinary Shares, Gather Success will be issued an additional 2,513,964 Ordinary Shares, which is equal to 10% of the number of rights offered pursuant to the Rights Offering (the "Standby Guarantor Shares"). Because Gather Success is a company controlled by Letty Wan, the Chief Executive Officer and a director of the Company, pursuant to the policies of the TSX, disinterested shareholder approval will be required at the Company's next Annual General Meeting for approval of the issuance of the Standby Guarantor Shares. In the event that such disinterested shareholder approval is not obtained, Gather Success will be entitled to a cash fee equal to $251,396.
The Ordinary Shares will not be and have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person, absent registration or an applicable exemption therefrom. This news release does not constitute an offer to sell, or the solicitation of an offer to buy securities in any jurisdiction, including the United States, or to or for the account or benefit of U.S. persons absent U.S. registration or an applicable exemption therefrom, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.
On Behalf of the Board:
David Eaton, President
The Toronto Stock Exchange has not yet reviewed and does not take responsibility for the adequacy of the content of this news release.
FORWARD-LOOKING STATEMENTS:
This press release contains forward-looking statements, and other statements concerning Jayden's objectives and strategies and management's beliefs, plans, estimates and intentions. The forward-looking statements are not historical facts but reflect Jayden's current expectations regarding future results or events and are based on information currently available to management. Certain material factors and assumptions were applied in providing these forward-looking statements. All forward-looking statements in this press release are qualified by these cautionary statements.
Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, management can give no assurance that actual results will be consistent with these forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Financial Instruments" in Jayden's current Management's Discussion and Analysis and "Description of the Business - Risk Factors" in Jayden's current Annual Information Form.
Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Jayden undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by law.
These forward-looking statements are made as of the date of this press release.