Jourdan Plans Spin Out of Uranium Asset
June 08 2011 - 8:53AM
Marketwired
JOURDAN RESOURCES INC. (TSX VENTURE: JOR) ("Jourdan" or the
"Corporation") is pleased to announce that the Board of Directors
of the Corporation has unanimously approved a spin out transaction
(the "Spin Out") whereby Jourdan will transfer its Johann Beetz
uranium property to a new company ("Newco") in return for Newco
shares having an aggregate value of $300,000, which will then be
distributed to Jourdan shareholders. The implementation of the Spin
Out is subject to, among other things, Jourdan shareholder
approval, concurrent private placement and TSX Venture Exchange
("Exchange") approval, including Exchange approval of the listing
of the common shares of Newco on the Exchange.
The objective of the Spin Out is to maximize shareholder value
by allowing the market to independently value separate property
portfolios. The Spin Out will result in two strategically
positioned companies, one focused on Uranium and the other focused
on Rare Metals or High Technology Metals.
Spin Out Terms
The Corporation intends to distribute all of the shares of Newco
that it will own to the shareholders of the Corporation.
Technically, the Corporation will effect this reorganization and
distribution by: (i) reducing the amount of the issued share
capital of the Corporation's common shares by an amount equal to
the fair market value of the Newco common shares to be distributed
to the Corporation's shareholders; and (ii) distributing those
Newco common shares to the Corporation's shareholders. The Newco
shares will be distributed on the basis of one Newco common share
for approximately every 10 common shares of the Corporation held as
of the close of business on the record date for the distribution,
or such other ratio as may be determined by the Board of Directors
of the Corporation in its discretion. The Corporation currently
intends to determine the fair market value of the Newco common
shares so distributed at $0.10 meaning the 3,000,000 shares would
issued.
The Board of Directors of the Corporation will not proceed
unless all of the following conditions are met: (i) shareholders
approval is obtained; (ii) Newco and the Corporation enter into an
asset transfer agreement with respect to the Property; (iii) the
common shares of Newco are conditionally approved for listing on
the TSX Venture Exchange; (iv) the provincial securities
commissions issue a receipt for a final prospectus of Newco in
respect of the Distribution; and (v) Newco completes a financing in
an amount determined by the Corporation to be sufficient to fund
for Newco's operations.
The Spin Out will result in Jourdan shareholders receiving Newco
common shares having an aggregate value of $300,000 based on the
number of Jourdan shares held.
Jourdan shareholder approval will be sought at the next
shareholders' meeting scheduled to be held on June 29, 2011. An
Information Circular containing full details of the Spin Out will
be sent to Jourdan shareholders prior to the meeting.
Emilien Seguin, the President and Chief Executive Officer of
Jourdan, stated: "The management and Board of Directors of Jourdan
believe that the proposed separation of assets should facilitate
independent financing and exploration strategies, resulting in an
excellent opportunity for shareholders to maximize the value of
their Jourdan holdings."
About Jourdan Resources Inc.
Jourdan Resources Inc. is a Canadian junior mining exploration
company trading under the symbol JOR on the TSX Venture Exchange.
The Corporation is focused on the acquisition, exploration,
production, development and if, as the case may be, the operation
of mining properties in strategic Uranium and Rare Metals or High
Technology Metals ("HTM's") sectors of eastern Canada. The
Corporation's properties are currently at the exploration stage
along the Lower North Shore, the Mauricie and the James Bay regions
of Quebec. Jourdan is fully funded for the 2011 exploration
campaign following the Corporation's recent financing.
Please visit the Corporation's website at www.jourdan.ca
Neither the 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. Statements in this release that are not
historic facts are "forward-looking statements" and readers are
cautioned that any such statements are not guarantees of future
performance, and that actual developments or results, may vary
materially from those in these "forward-looking statements.
Contacts: Jourdan Resources Inc. Emilien Seguin President and
CEO, Director (450) 670-5224 (514) 787-1457 (FAX) Guy Girard VP
Finance, Director (514) 798-1290 (514) 787-1457 (FAX)
info@jourdan.ca www.jourdan.ca
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