CDN JADE MINE RESOURCES INC. ANNOUNCES THE FINAL STAGE OF ITS SPIN OUT WITH 0941092 B.C. LTD. AND COMPLETION OF THE AMALGAMATION BETWEEN ACQUA EXPORT ACQUISITION CORP AND CDN WATER CORP.
For Immediate Release
Vancouver, BC — July 16, 2015 — CDN Jade Mine Resources Inc. (“CJMR” or the “Company”),is pleased to provide an update with respect to the completion of the previously announced plan of arrangement between 0941092 B.C. Ltd (“092BC”) and Acqua ExSport Acquistion Corp (the “Arrangement’) (please see 092BC’s news release dated May 30, 2014). The Arrangement has been completed and, effective as of June 3, 2015, a statutory amalgamation (the “Amalgamation”) between the spun out company, Acqua Export Acquisition Corp., and CDN Water Corp. was also completed. Upon completion of the Amalgamation, the amalgamated company adopted the name CDN Jade Mine Resources Inc.
Plan of Arrangement with 092BC
On February 24, 2015, 092BC filed a Notice of Change in Corporate Structure advising that the 092BC shareholders and the British Columbia Supreme Court had each approved the previously announced Arrangement and that both the effective date of the Arrangement and the share distribution record date had been set at January 22, 2015 (the “Share Distribution Record Date”). Pursuant to the terms of the Arrangement, each shareholder of 092BC (each an “092BC Shareholder” and collectively the “092BC Shareholders”) as of the Share Distribution Record Date was entitled to receive its pro-rata share of the common shares in Acqua Export Acquisition Corp. Therefore, on completion of the Arrangement, each 092BC Shareholder still held his or her original number of 092BC shares (each a “092 BC Share” and collectively, the “092BC Shares”) and his or her pro-rata allotment of shares in the equity of Acqua Export Acquisition Corp. for each 092BC Share held prior to the effective date of the Arrangement. Also as part of the Arrangement, Acqua Export Acquisition Corp. received the letter of intent with CDN Water Corp.
Amalgamation between Acqua Export Acquisition Corp. and CDN Water Corp.
Effective June 3, 2015, Acqua Export Acquisition Corp. amalgamated with CDN Water Corp. (“CWC”) to form CDN Jade Mine Resources Inc. Under the terms of the Amalgamation, each 092BC Shareholder of record as of the Share Distribution Record Date received one (1) common
share in the equity of CJMR for each four (4) 092BC Shares held and each holder of CWC shares (each, a “CWC Shareholder,” collectively the “CWC Shareholders”) received one share in CJMR for each share of CWC held at the time of the Amalgamation. CJMR distributed a total of 11,911,643 CJMR shares pursuant to the Amalgamation (the “CJMR Shares”). The CJMR Shares were delivered to the CJMR shareholders as of June 16, 2015 thereby fulfilling the 092BC Shareholders entitlement to shares of the spinoff company Acqua Export Acquisition Corp.
No action is required on the part of the 092BC Shareholders or the CWC Shareholders; those shareholders entitled to receive the CJMR Shares will receive their shares in one of two ways: 1) either directly by mail of a certificate or direct registration statement evidencing their CJMR Shares to the mailing address currently on file with 092BC or CWC or 2) the CJMR Shares will be credited directly to their brokerage accounts. While the Company does not anticipate that shareholders receiving the CJMR Shares will experience any experience any capital gain, shareholders are advised to seek independent professional advice in order to determine the amount of taxable income to be included in their income tax returns.
This press release should be read together with, and is qualified in its entirety by the more detailed information contained in the management information circular prepared by 092BC dated July 14, 2014, available under the Company’s profile on SEDAR at www.sedar.com.
Following the completion of the Amalgamation, the Company intends to pursue the listing of its common shares for trading on the Canadian Securities Exchange (CSE).
CDN Jade Mine Resources Year End
Based on the exchange of CWC shares for CJMR shares, CWC is considered the acquirer for accounting purposes (commonly referred to as a “reverse takeover”) and the amalgamated company would generally adopt the year end of the reverse takeover acquirer, which in this case would have been February 28. However, due to the seasonal nature of the nephrite jade mining industry in British Columbia, the newly amalgamated company, CJMR, has chosen to adopt June 30 as its year end to better align its fiscal year with the Company’s operations.
Business of CDN Jade Mine Resources Inc. after the Amalgamation
CJMR was created for the purpose of entering in the nephrite jade industry in British Columbia. An estimated three quarters of the world’s nephrite jade lies in British Columbia’s mountains, and is primarily sought after by Asian buyers. Jade is the toughest natural stone in the world and has a long history of being used for jewellery, carving and tool making, and the finest nephrite jade is used as gemstones and transformed into artwork.
CJMR intends to engage in the exploration, mining, sale and export of nephrite jade mined in British Columbia and is currently seeking strategic partners for its business interests. The senior management of CJMR has extensive experience in the jade industry with expert knowledge of its history, geological properties, deposit identification and mining processes, to expertise in the marketing, product development and export of jade. CJMR’s management has expertise and
strong connections to the industry both in BC and in Asia making them ideally suited to advance BC’s jade industry in China and Asia where the stone has been admired and revered for over 8000 years.
FORWARD-LOOKING INFORMATION: Certain statements contained in this release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated”, “anticipates”, and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on CJMR’s current belief or assumptions as to the outcome and timing of such future events. Forward-looking information in this news release does or may include, but is not limited to, the Company’s objectives, goals or future plans. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the business of the Company, the Arrangement, and certain corporate changes. Specifically, the Arrangement is subject to numerous conditions to closing, including shareholder approval and court and regulatory approvals. There are no assurances that all conditions precedent will be satisfied or waived or that the Arrangement will be successfully completed on the terms and conditions contemplated herein or at all.
Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames, or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, other than as required by law.
This news release, required by applicable Canadian laws, is not for distribution to U.S. news services or for dissemination in the United States and does not constitute an offer of securities for sale in the United States. These securities have not and will not be registered under United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to a U.S. Person unless so registered, or an exemption from registration is relied upon.
CAUTIONARY DISCLAIMER STATEMENT: The Company is a reporting issuer and not listed on any stock exchange. No stock exchange nor any regulation services provider accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.