Vancouver, B.C., December 1, 2021. Jayden Resources Inc., (“Jayden” or the “Company”) (TSXV:JDN) has closed a $0.50 unit offering (the “Offering”) as announced on October 18, 2021 and has issued a total of 9,072,000 units (“Units”) for gross proceeds of $4,536,000.
Each Unit consists of one (1) common share in the capital of Jayden (“Common Share”) and one-half (1/2) of one transferable Common Share purchase warrant (“Warrant”), each whole Warrant entitling the holder to purchase one (1) additional Common Share at a price of $0.80 for a period of two (2) years following the date of closing.
The Warrants will be subject to an acceleration clause whereby, commencing on the date that is four months and one day following the closing date (March 27, 2022), Jayden may, in its sole discretion, provide notice to warrant holders to shorten the Warrant expiry date to 30 days from the notice date if the daily volume weighted average closing price of Jayden’s shares is greater than $1.00 for the 10 consecutive trading days preceding the notice date.
The participation in the Offering by an executive officer of Jayden may be considered a “related party transaction” (the “Related Party”) as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Jayden has determined that exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 are available. In particular, Jayden has determined that the exemptions set out in paragraphs (a) and (b) in section 5.5 of MI 61-101 are applicable since the aggregate consideration to be paid by the Related Party does not exceed 25% of the market capitalization of Jayden and Jayden is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange. In addition, regarding the minority shareholder approval exemptions, the independent directors have determined that the exemptions set out in paragraphs (1)(a) and (b) in section 5.7 of MI 61-101 are applicable in that the aggregate consideration to be paid by the Related Party does not exceed 25% of the market capitalization of Jayden, the distribution of the securities to the Related Party has a fair market value of not more than $2,500,000 and Jayden is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange.
The Company also paid finder’s fees totaling $142,520 in cash equal to 7% cash of the proceeds raised by the finders and issued a total of 142,520 whole finder’s Warrants equal to 3.5% of the number of Units sold by the finders. The finder’s Warrants are exercisable on the same terms as above and are subject to the acceleration clause.
The Common Shares and Warrants Shares if exercised are subject to a four-month-plus-one-day hold period which will expire on March 27, 2022. Approximately $4M of the proceeds will be used to advance the Company’s recently acquired Storm Lake Gold Property and the balance of the proceeds will be used for working capital purposes.
On Behalf of the Board:
President and CEO
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.