May 22, 2020
JIULIAN RESOURCES INC. (TSX-V: JLR) (“Jiulian” or the “Company“) is pleased to announce it intends to complete a non-brokered private placement (the “Offering”) of up to 10,000,000 units (a “Unit”) of the Company at a price of $0.025 per unit for gross proceeds of up to $250,000.
Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole warrant a “Warrant”). Each Warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.075 per share for a period of 24 months from closing, subject to an accelerated expiry. In the event the closing trading price of the Company’s shares is greater than $0.15 per share for a period of 10 consecutive trading days (the “Acceleration Event“) the Company will give notice to the holders of the Acceleration Event and the Warrants will expire 30 days thereafter.
The pricing of the Offering is in reliance of the Temporary Relief Measures established by the TSX Venture Exchange (the “Exchange”) on April 8, 2020. In response to the COVID-19 pandemic, the Exchange published the Temporary Relief Measures to Policy 4.1 and Policy 4.3, lowering the minimum price from $0.05 to $0.01 per share for shares issued pursuant to a private placement, where the market price of an issuer’s shares is not greater than $0.05. In accordance with the published criteria the Company will seek to utilize such Temporary Relief Measures.
The Offering remains subject to the approval of the Exchange. The proceeds of the Offering will be used for general working capital purposes, audit and AGM expenses, resource project generation. Although the Company intends to use the proceeds of the Offering as described the actual allocation of proceeds may vary from the uses set out depending on future operations events or opportunities.
The Offering will be completed pursuant to certain exemptions from the prospectus requirements under applicable securities laws. The Offering may be closed in one or more tranches. The Company may pay finders’ fees of 5% finders warrants (“Finder Warrant”). Each Finder Warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.075 per share for a period 12 months from closing
The securities issued pursuant to the Offering will be subject to a four-month and one day hold period in accordance with applicable Canadian securities laws the Exchange Hold Period.
In connection with the Offering, Jiulian will be relying on the existing securityholders exemption as well as other available prospectus exemptions. For those investors relying upon the exemption for existing securityholders, the aggregate acquisition cost to a subscribing shareholder of all securities of Jiulian cannot exceed $15,000 in the previous 12 months, unless that shareholder has obtained advice regarding the suitability of the investment from a registered investment dealer in the subscriber’s jurisdiction. The offer to purchase Common Shares is available to all security holders of Jiulian who held common shares on the close of business on May 22, 2020 subject to a minimum subscription amount of $5,000. If Jiulian receives total subscriptions pursuant to the existing security holders’ exemption which causes the Offering to exceed $250,000, Jiulian will accept such subscriptions at the discretion of the Company on a first come, first serve basis.
The Units have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
Jiulian is an exploration company engaged in acquiring and advancing mineral properties located in southern British Columbia. The Company’s flagship asset is the wholly-owned, 4,056-hectare Big Kidd property, located near Aspen Grove, BC. The Big Kidd property is located 25 km (approximately 15 minutes via Highway 97C) east of Merritt, BC, and 102 km west of the Company’s head office in Kelowna, BC. The Property has a network of gravel roads, LTE cellular service and a high-voltage power line running across it. Jiulian Resources is listed on the TSX-V under the symbol “JLR”.
ON BEHALF OF THE BOARD OF DIRECTORS OF
JIULIAN RESOURCES INC.
“X. Charlie Cheng”
Chief Executive Officer
For more information regarding this news release, please contact:
Oliver Friesen, Director
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release, constitute “forward-looking information” as such term is used in applicable Canadian securities laws. Forward-looking information is based on plans, expectations and estimates of management at the date the information is provided and is subject to certain factors and assumptions, including: that the Company’s financial condition and development plans do not change as a result of unforeseen events, that the Company obtains required regulatory approvals, that the Company continues to maintain a good relationship with the local project communities. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, which could result in delays, or cessation in planned work, that the Company’s financial condition and development plans change, delays in regulatory approval, risks associated with the interpretation of data, the geology, grade and continuity of mineral deposits, the possibility that results will not be consistent with the Company’s expectations, as well as the other risks and uncertainties applicable to mineral exploration and development activities and to the Company as set forth in the Company’s Management’s Discussion and Analysis reports filed under the Company’s profile at www.sedar.com. There can be no assurance that any forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place any undue reliance on forward-looking information or statements. The Company undertakes no obligation to update forward-looking information or statements, other than as required by applicable law.
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.