Vancouver, B.C., November 18, 2021. Jayden Resources Inc., (“Jayden” or the “Company”) (TSXV:JDN) announces that further to its news releases dated October 4th and 12th , 2021 wherein it announced a unit offering (“Offering”) of up to 8,000,000 units (“Units”) at a price of $0.50 per Unit for gross proceeds of up to $4,000,000, with each Unit being comprised 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 Company will now increase the Offering to up to 9,000,000 Units on the same terms, for gross proceeds of $4,500,000. As well, the Company will be paying a finder’s fee to brokers involved equal to 7% cash on the proceeds raised and 3.5% whole Warrants equal to the number of Units sold on the same exercise terms as the subscribers.
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. 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 Company anticipates that certain “related parties” of Jayden will participate in the Offering. The participation in the Offering of such “related parties” will constitute a “related party transaction” as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101. In particular, Jayden anticipates 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 parties will 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 parties will not exceed 25% of the market capitalization of Jayden , the distribution of the securities to the related parties will have 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 private placement is subject to TSX Venture Exchange approval. The shares and units will be subject to a four-month-plus-one-day hold period from the date of issuance. Approximately $3.5M of the proceeds will be used to advance the Company’s recently acquired Storm Lake Gold Property. 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.