Toronto (Canada), February 27, 2017: JOURDAN RESOURCES INC. (TSX‐V: JOR) (“JOURDAN” or the “Company”) (www.jourdan.ca) is pleased to report that the Ontario Securities Commission, as principal regulator, the British Columbia Securities Commission, the Alberta Securities Commission and the Autorité des Marchés Financiers (collectively, the “Commissions”), have revoked the cease trade orders issued on July 15, 3, and 21, 2015, respectively (the “Cease Trade Orders”), directing that all trading in securities of the Company cease, that were issued on the basis that the Company was in default of certain filing requirements under applicable securities laws (the “Required Filings”). The Company was also cease traded in the province of Alberta pursuant to a statutory reciprocal order (the “Reciprocal Order”).
The Required Filings have all been filed and are available for review online at SEDAR at www.sedar.com, under the Company’s profile.
The Commissions revoked the Cease Trade Orders relating to Jourdan’s securities effective February 21,
Concurrently, the Alberta Securities Commission revoked the Reciprocal Order.
On February 24, 2017, following a reinstatement review conducted by the TSX Venture Exchange (the “Exchange”), at the request of the Company, the Exchange granted approval for reinstatement of trading of the Company’s shares on the TSX Venture Exchange NEX Board (the “NEX”). Trading will be reinstated at the open of the NEX on February 28, 2017.
Jourdan would also like to announce that it will hold its annual and special meeting of shareholders (“ASM”) on May 19, 2017 and that April 13, 2017 has been set as the record date of the ASM.
In addition, Jourdan announces that it proposes to complete seven shares for debt transactions, which remain conditional upon approval by the director of the Company, pursuant to which Jourdan will issue an aggregate of 5,860,863 common shares at a deemed price of $0.075 per share in satisfaction of CAD $439,564.94 of indebtedness currently owed to seven parties.
The following three debt conversion transactions are “related party transactions” as defined under Multilateral Instrument 61‐101 (“MI 61‐101”): CAD$1,642.28 of indebtedness owed to Glen Wylie, a former CFO of Jourdan; CAD$20,956.76 owed to Michael Dehn, the CEO and a director of Jourdan; and CAD$185,636.00 of indebtedness owed to Avanti Management, an entity that provides management services to Jourdan and is controlled by Michael Dehn (the CEO and a director of Jourdan) and Glen Wylie
(a former CFO of Jourdan). Each of the proposed shares for debt transactions are exempt from the formal valuation approval requirements of MI 61‐101 as none of the securities of Jourdan are listed on a prescribed stock exchange. The proposed shares for debt transactions are exempt from the minority shareholder approval requirements of MI 61‐101 as at the time the transactions were agreed to, neither the fair market value of the transactions, nor the fair market value of the consideration for, the transactions, insofar as it involves interested parties, exceeded 25% of Jourdan’s market capitalization.
About Jourdan Resources Inc.
Jourdan Resources Inc. is a Canadian junior mining exploration company focuses on phosphate. We continually strive to maximize shareholder value by targeting the highest quality phosphate projects with a professional and highly experienced management team. Our approach combines creativity, experience, and technical expertise with tenacity and determination to advance existing projects while always being prepared to take advantage of new opportunities that can add value for our shareholders. We are committed to conducting ourselves in an open, professional, and responsible manner, while always remaining available to all shareholders. Our goal is to become the dominant phosphate miner in North America.
Please visit the Company’s website at www.jourdan.ca
For further information please contact:
President and CEO
Tel: (647) 477‐2382
Fax: (647) 477‐2389
The information in this news release includes certain information and statements about management’s view of
future events, expectations, plans and prospects that constitute forward looking statements. These statements
are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and
uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements.
Forward‐looking statements in this news release, include, but are not limited to, the approval of the foregoing debt conversion transactions by the TSX Venture Exchange, comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles and potential mineral recovery processes. Any number of important factors could cause actual results to differ materially from these forward looking statements as well as future results. Although Jourdan believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Jourdan disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.