THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia – January 4, 2019 – Jayden Resources Inc. (“Jayden” or the “Company”) (TSX-V: JDN) Further to Jayden’s news release dated December 10, 2018 wherein the Company announced that it intends to distribute to its shareholders, by way of a dividend (the “Dividend”), 0.1696284 of a common share (the “Ascot Shares”) of Ascot Resources Ltd. for each common share of Jayden (or 1 Ascot Share for every 5.8952379 Jayden common shares), subject to adjustment for certain taxes which Jayden may be required to withhold.
Since the date the Company announced the Dividend, Jayden has received subscriptions for 1,509,000 outstanding warrants exercisable for 1,509,000 common shares at a price of $0.12 each per common share. As a result, the total issued and outstanding common shares of Jayden rose to 90,995,746 from 89,486,746 affecting the ratio for the calculation of the Dividend when first announced.
The Dividend is now based on the 15,179,497 Ascot Shares received for Jayden’s Silver Coin Property divided by Jayden’s current 90,995,746 issued and outstanding common shares. Hence, the Dividend will now be adjusted so that 0.166815458 of a common share (the “Ascot Shares”) will be distributed for each common share of Jayden (or 1 Ascot Share for every 5.994648308 Jayden common shares). The record date for determining Jayden shareholders entitled to participate in the distribution was the close of business today January 4, 2019. The distribution of the Ascot Shares will be done in accordance with the applicable “Due Bill” trading procedures of the TSX Venture Exchange (the “TSXV”).
The payment date for the distribution will be January 21, 2019 (the “Payment Date”). Jayden’s common shares will be traded in accordance with the “Due Bill” procedures from January 3, 2019 until the closing of trading on the Payment Date (the “Due Bill Basis Period”). Any trades executed on the TSXV during the Due Bill Basis Period will be identified to ensure that purchasers of Jayden’s common shares receive entitlement to the Dividend. Sellers of Jayden’s common shares during the Due Bill Basis Period will also sell their entitlement to the Dividend to the respective purchasers of such common shares. Jayden’s shares will commence trading on an “ex” basis without an attached Due Bill entitlement to the Dividend from the opening of trading on January 22, 2019, the next trading day after the Payment Date. The last day for settlement of trades during the Due Bill Basis Period will be January 23, 2019 which is the Dividend Due Bill redemption date.
No Ascot Shares will be distributed to Jayden shareholders who are “U.S. Persons” as such term is defined in rule 902(o) of Regulation S promulgated under the United States Securities Act of 1933 (as amended). Rather, Jayden will pay shareholders who are U.S. Persons a cash amount calculated by reference to the fair market value on the distribution date of the Ascot Shares which would otherwise be distributed to such shareholders (less applicable withholding taxes and selling commissions).
Shareholders are advised to consult with their own tax advisors in relation to the tax implications to them of the Dividend.
For further information about Jayden and this news release contact Mike Thast at 604-688-9588, or email firstname.lastname@example.org.
On Behalf of the Board:
President and Chief Executive Officer
FORWARD LOOKING STATEMENTS: This document includes forwarding-looking states as well as historical information. Forward-looking statements include, but are not limited to, the continued advancement of the company’s general business development, research development and the Company’s development of mineral exploration projects. When used in this document, the words “anticipate”, “believe”, “estimate”, “expect”, “intent”, “may”, “project”, “plan”, “should” and similar expressions may identify forward-looking statements. Jayden believes that their expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include potential fluctuations in the marketplace for the sale of minerals, the inability to implement corporate strategies, the ability to obtain financing and other risks disclosed in our filings made with Canadian Securities Regulators.
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.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.