FSC / Press Release Jourdan Announces Brokered Financing with Mackie Research Capital * Financing to consist of a minimum issue size of 35,000 flow-through units, to a maximum of 150,000 flow-through units, at a price of $10 per flow-through unit * Flow Through Units are 80% flow-through, 20% non flow-through dollars * Proceeds to be used to advance the Jourdan's Quebec Phosphate Properties and general working purposes Toronto CANADA, November 26, 2013 /FSC/ - Jourdan Resources Inc. (JOR - TSX Venture), ("JOURDAN" or the "Company") (www.jourdan.ca) is pleased to announce that it has entered into an agreement with Mackie Research Capital Corporation ("MRCC" or the "Agent") for a brokered private placement offering of up to 150,000 flow-through units (the "FT Units"). Each FT Unit shall consist of 160 Flow-Through common shares and 40 common shares (80%-20%) of the share capital of the Company, and Two Hundred (200) common share purchase warrants (each being a "Warrant"). Each Warrant entitles its holder thereof to purchase one additional common share at a price of $0.10 for a period of 30 months from the Closing Date. If, at any time after the Hold Period, the common shares close for ten consecutive trading days at a volume weighted average trading price above $0.25, the Corporation will have the right to require conversion of the Warrants (the "Acceleration Right") at the exercise price by providing a notice (the "Conversion Notice") to the warrant holders. Upon issuance of the Conversion Notice the holder must exercise the warrants then held in accordance with their terms within 30 days of receipt of such notification (the "Conversion Deadline"), after which Conversion Deadline any unexercised warrants will be deemed to have expired. The Agent may increase the number of FT Units by 15% at any time on or prior to the Closing Date. The Agent will receive a cash commission of 9% of the gross proceeds of the Offering, as well as Agent's Warrants, equal to 9% of the aggregate number of shares sold under the offering (the "Agent's Warrants") exercisable at a price of $0.10 per Agent Warrant for a period of 30 months from the Closing Date. Closing is expected on or about December 19, 2013. MRCC shall be the exclusive lead manager and sole book runner of the Offering. MRCC shall also be entitled to appoint a selling group subject to the prior approval of Jourdan. The proceeds of the private placement will be used for continuing exploration programs on the Company's mineral properties in Quebec and for general working capital purposes. The private placement is subject to TSX Venture Exchange acceptance. Jourdan continues to target and consolidate low risk and high potential value phosphate properties along the north shore of the St. Lawrence River near Baie Comeau, Quebec. The results reported by Arianne for its Lac A Paul Feasibility Study, as well The Mine Arnaud partnership owned by Investissement Quebec (a Crown corporation), and Yara International ASA (a Norwegian company), demonstrate that large economic phosphate deposits in the region where Jourdan operates are not unique. In the map below, the location of the Mine Arnaud partnership as well as the Lac A Paul Property are displayed relative to the location of communities along the St. Lawrence River in Quebec and Jourdan's Quebec phosphate projects. About Jourdan Resources Jourdan Resources Inc. is a Canadian junior mining exploration company focused 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: Michael Dehn President and CEO, Jourdan Resources Inc. Tel: (647) 477-2382 Fax: (647) 477-2389 email@example.com Glen Wylie, CMA CFO, Jourdan Resources Inc. Tel: (647) 477-3758 Fax: (647) 477-2389 firstname.lastname@example.org Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this news release, including any information as to our strategy, projects, plans or future financial or operating performance and other statements that express management's expectations or estimates of future performance, may constitute forward-looking information (collectively "forward-looking information") within the meaning of Canadian securities laws. Forward-looking information may be identified by terminology such as "may", "will", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "projects", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts and include, but are not limited to, resource estimates, capital and operating expenditures, economic conditions, availability of sufficient financing, receipt of approvals, satisfaction of closing conditions and any and all other timing, development, operational, financial, economic, legal, regulatory and/or political factors that may influence future events or conditions. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited to, access to capital markets and other sources of financing and associated cost of funds, final receipt of any required approvals, sufficient working capital for development and operations, access to adequate services and supplies, availability of markets for products, commodity prices, foreign currency exchange rates, interest rates, availability of a qualified work force, availability of manufacturing equipment, no material changes to the tax and regulatory regime, the ultimate ability to execute business plans on economically favourable terms and those material factors and assumptions disclosed in other public filings of Jourdan Resources. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to, risks and uncertainties disclosed in other public Jourdan Resources filings, changes in general economic, market and business conditions, competition for, among other things, capital and skilled personnel, and other unforeseen events or circumstances, that may cause the actual financial results, performance or achievements of the Company to be materially different from estimated future results, performance or achievements expressed or implied by the forward-looking statements. Copies of the Company's public filings under applicable Canadian securities laws are available at www.sedar.com. The Company further cautions that information contained on, or accessible through, this website is current only as of the date of filing such information and may be superseded by subsequent events or filings. Other than as required by law, Jourdan Resources does not intend, and undertakes no obligation, to update any forward looking information to reflect, among other things, new information or future events. Although the Company believes many of its properties have promising potential, its properties are in the early stages of exploration. None have yet been shown to contain proven or probable mineral reserves. There can be no assurance that such reserves will be identified on any property, or that, if identified, any mineralization may be economically extracted. 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 statement. To view the press release as a PDF file, please click on the following link: http://www.usetdas.com/pr/jourdan11262013.pdf Source: Jourdan Resources Inc. (TSXV: JOR) http://www.jourdan.ca Maximum News Dissemination by FSCwire. http://www.fscwire.com Provider ID: 00022570 -0- Nov/26/2013 21:33 GMT
Jourdan Announces Brokered Financing with Mackie Research Capit
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