THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia – February 4, 2019 – Jayden Resources Inc. (“Jayden” or the “Company”) (TSX-V: JDN) Further to Jayden’s news release dated January 4, 2019 and the TSX Venture Exchange (“TSXV”) Bulletin dated January 17, 2019, wherein it was announced that the Company will distribute to its shareholders, by way of a dividend (the “Dividend”), 0.166815458 of a common share (the “Ascot Shares”) of Ascot Resources Ltd. for each common share of Jayden (or 1 Ascot Share for every 5.994648308 Jayden common shares).
The original payment date for the distribution was January 21, 2019 (the “Payment Date”). Jayden’s common shares 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 were identified to ensure that purchasers of Jayden’s common shares received entitlement to the Dividend. Sellers of Jayden’s common shares during the Due Bill Basis Period sold their entitlement to the Dividend to the respective purchasers of such common shares. Jayden’s shares commenced 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 was January 23, 2019 which is the Dividend Due Bill redemption date. Due to the requirement that U.S. shareholders must receive cash instead of Ascot Shares, the payment of Ascot Shares took place 5 (five) business days from the Due Bill Redemption date of January 23, 2019 (or January 30, 2019).
Of the 15,179,497 Ascot Shares allotted for distribution, the Company held back 1,947 Ascot Shares representing 11,674 Jayden common shares related to dormant registered legacy shares unconverted for years from previous predecessors of the Company who held less than a board lot (<500 Jayden shares which is equivalent to 83 or less Ascot Shares). Jayden shareholders with less than a board lot whom held their Jayden shares in brokerage firms were paid the Dividend. Should any of these registered legacy shares be converted to Jayden common shares on or before June 30, 2019, the Company will pay these shareholders the cash equivalent of their entitlement based on the 10 day Volume Weighted Average Price of the Ascot Shares prior to and including the Payment Date, or CDN$1.06 per Ascot Share (the “Fair Market Value”). If shareholders do not convert their legacy shares on or before June 30, 2019, these shareholders will forfeit the Dividend and the balance of the remaining cash will be added to the Company’s treasury.
No Ascot Shares were 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 paid shareholders who are U.S. Persons a cash amount calculated by the Fair Market Value of their Ascot Shares times the Bank of Canada’s closing Canadian/U.S. Dollar Exchange Rate on the Payment Date (or US$0.752 for each Ascot Share).
To cover a portion of the cash Dividend paid to U.S. Persons, the Company borrowed CDN$150,000. The term of the loan is payable within 2 months and carries a 1% interest rate per month.
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 email@example.com.
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.