VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug. 30, 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
August 30, 2013 - Jayden Resources Inc. (TSX:JDN) ("Jayden" or the "Company") announces that it has filed a preliminary short form prospectus with the securities commissions in each of the provinces and territories of Canada in respect of a rights offering to raise gross proceeds of $2,513,964 (the "Rights Offering").
Each holder of record of Jayden ordinary shares ("Ordinary Shares"), as of a record date to be announced, will receive one right (a "Right") for each Ordinary Share held. Each Right will entitle the holder thereof to acquire one Ordinary Share at a subscription price of $0.10 per Ordinary Share (the "Subscription Price"). The Rights Offering will include an additional subscription privilege under which holders of Rights who fully exercise their Rights will be entitled to subscribe for additional Ordinary Shares, if available, that were not otherwise subscribed for in the Rights Offering. The Rights will be exercisable for 21 days. The record date and expiry date for the Rights Offering will be determined at the time of filing of the final short form prospectus.
To subscribe for Ordinary Shares, a completed rights certificate, together with payment in full of the Subscription Price for each Ordinary Share subscribed for, must be received by the subscription agent for the Rights Offering, Computershare Trust Company of Canada (the "Subscription Agent"), prior to the expiry date.
The Rights Offering is being made to holders of Ordinary Shares in all of the provinces and territories of Canada. Rights certificates and prospectuses will not be mailed to holders of Ordinary Shares resident outside of Canada ("Non-Qualifying Shareholders"). Non-Qualifying Shareholders will be sent a letter advising them that their rights certificates will be issued to and held by the Subscription Agent, which will hold those Rights as agent for the benefit of all Non-Qualifying Shareholders. The Subscription Agent will attempt, on a commercially reasonable basis, to sell the Rights of Non-Qualifying Shareholders (other than those shareholders from whom Jayden accepts subscriptions) over the facilities of the Toronto Stock Exchange (the "TSX"). The Subscription Agent will mail cheques representing the net proceeds, without interest, from such sales.
The Rights and Ordinary Shares issuable upon the exercise of the Rights have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States or any of its territories or possessions or to U.S. persons. Accordingly, subscriptions will not be accepted from any security holder or transferee who is a U.S. person or resident in the United States, its territories or possessions.
Jayden will accept subscriptions from Non-Qualifying Shareholders, other than holders resident in the United States, if they satisfy the Subscription Agent and the Company that such offering to, and subscription by, such holder or transferee, is lawful and in compliance with all securities and other laws applicable in the jurisdiction where such holder or transferee is resident. A Non-Qualifying Shareholder in a jurisdiction other than the United States who meets these requirements and wishes to exercise Rights must complete and deliver a request for exempt purchaser status, which will be provided in the materials sent to such shareholder.
In support of the Rights Offering, the Company has entered into a standby guarantee agreement with Gather Success Holdings Limited ("Gather Success") under which Gather Success has agreed to purchase from the Company at the Subscription Price any Ordinary Shares that are not otherwise subscribed for under the Rights Offering (the "Standby Ordinary Shares").
In consideration for Gather Success agreeing to subscribe for the Standby Ordinary Shares, Gather Success will be issued 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 Rights Offering and the issuance of the Standby Guarantor Shares under the standby guarantee agreement are subject to regulatory approval, including that of the TSX.
Further details concerning the Rights Offering and the procedures to be followed by holders of Ordinary Shares are contained in the preliminary prospectus available on the Company's profile at www.sedar.com. The preliminary prospectus is still subject to completion or amendment. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the (final) prospectus has been issued.
The Rights and the Ordinary Shares issuable on exercise of the Rights 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:
Chief Executive Officer
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.