Jourdan Announces Closing of Private Placement and Proposed Shares for Debt

Jul 31, 2013

Mississauga, Ontario, July 31, 2013 /FSC/ – Jourdan Resources Inc. (JOR – TSX Venture), (“Jourdan” or the “Company”) (www.jourdan.ca) is pleased to announce that it closed the second and final tranche of its previously announced private placement (the “Private Placement”) of units (the “HC Units”) or flow-through units (the “FT Units”). The Company has raised aggregate gross proceeds of $102,500 from the sale of this second tranche of 1,550,000 FT Units at $0.05 per FT Unit and 500,000 HC Units at $0.05 per HC Unit.

Each FT Unit consists of one common share of the Company (a “Share”) issued on a flow-through basis and one-half of one Share purchase warrant (each whole, being an “FT Warrant”). Each FT Warrant will entitle the holder to purchase one Share for a period of 12 months at an exercise price of $0.10 per Share. Each HC Unit consists of one Share and one Share purchase warrant (a “HC Warrant”) at a price of $0.05 per HC Unit. Each HC Warrant will entitle the holder to purchase one Share for a period of 12 months at an exercise price of $0.10 per Share. All securities issued in connection with this second tranche of the Private Placement will be subject to a four-month hold period ending December 1 2013. The Private Placement is subject to final approval by the TSX Venture Exchange (“TSXV”).

Concurrently, the Company has entered into shares for debt agreements with an officer and a person controlled by officers of the Company, to settle an aggregate of $49,675 of debt through the issuance of 993,500 Shares at a deemed price of $0.05 (the “Shares for Debt”). The Transaction is subject to TSXV approval.

The Shares for Debt is being completed to reduce the accounts payable including outstanding management fees and cash advances in accordance with the TSXV policies which limits management fees settlements to $2,500 per month.

All of the Shares issued and issuable in connection with the Shares for Debt are subject to a four month “hold period” and the resale rules of applicable securities legislation.

The proposed issuance of Shares pursuant to the Shares for Debt will each be considered a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security holders in Special Transactions (“MI 61-101”). Jourdan is relying on exemptions from the requirements of Multilateral Instrument 61-101, as adopted by TSXV Exchange Policy 5.9.

A material change report in respect of this Shares for Debt has not been filed at least 21 days in advance of the anticipated date for closing of the Transaction. Jourdan believes a shorter period between this disclosure and the closing of the Shares for Debt is reasonable and necessary because of its need to satisfy its outstanding debts in a timely manner.

Jourdan is also pleased to announce that pursuant to its last Annual and Special Meeting (“AGM”) that all the proposed resolutions outlined in the Information Circular and Proxy were passed.

http://www.jourdan.ca/press_releases.php