THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Vancouver, B.C., October 31, 2018 – Jayden Resources Inc. (JDN: TSXV) (the “Company” or “Jayden”) is pleased to announce that it has closed the previously announced sale (the “Transaction“) of all of the issued and outstanding shares of its wholly-owned subsidiary Jayden Resources (Canada) Inc. (“Jayden Canada”) to Ascot Resources Ltd. (“Ascot”) pursuant to the share purchase agreement between Jayden and Ascot (the “Agreement”) signed on August 12, 2018. Ascot acquired all the issued and outstanding shares of Jayden Canada in exchange for 15,179,497 Ascot common shares (“Ascot Shares”) at a deemed value of $0.94 per Ascot Share, including the Ascot Shares relating to options and warrants of Jayden exercised before the closing date with net cash proceeds of the warrants accruing to Ascot.
At the Special General Meeting of the Company held on October 17, 2018, Jayden shareholders overwhelmingly voted in favor for the Transaction. Of the 88,161,746 common shares eligible for the vote, 59,604,621 shares or 67.61% of the issued and outstanding shares of the Company were voted. Of the 59,604,621 shares voted, 99.48% of the shares voted in favor of the Transaction. The Transaction was a non-arm’s length transaction under TSX Venture Exchange (the “Exchange”) policies, as Eric Sprott is a considered an Insider of both Ascot and Jayden by virtue of owning more than 10% of the shares of both companies.
On or before the expiration of 60 days from closing of the Transaction, the Company intends to distribute all of the Ascot Shares to Jayden shareholders on a pro rata basis. At the close of the Transaction, there were 89,361,746 Jayden shares issued and outstanding. Jayden shareholders will receive approximately 1 Ascot share for every 5.88 Jayden shares held. The Company will inform shareholders of the record date for the distribution of the Ascot shares when such date is determined. It is expected that the Company’s shares will be reinstated for trading following issuance of the Exchange bulletin in respect of the Transaction.
For further information about the Transaction, please see Jayden’s press release dated August 13, 2018 and management information circular dated September 12, 2018, which have been filed on Jayden’s profile on SEDAR at www.sedar.com.
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 forward-looking statements 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 Resources Inc. 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 the potential that 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.