JM Capital Corp.
TSX VENTURE : JMC.P

JM Capital Corp.

November 26, 2008 19:14 ET

JM Capital Corp. Announces Completion of Its Acquisition of Stans Energy Corp.

TORONTO, ONTARIO--(Marketwire - Nov. 26, 2008) - JM Capital Corp. ("JM Capital" or the "Company") (TSX VENTURE:JMC.P) is pleased to announce the completion of its acquisition of Stans Energy Corp. ("Stans Energy") resulting from the amalgamation of Stans Energy and JM Amalco Corp., a wholly-owned subsidiary of JM Capital, pursuant to the amalgamation agreement (the "Agreement") dated September 30, 2008 (the "Acquisition").

The Acquisition constitutes JM Capital's "Qualifying Transaction" as defined in Policy 2.4 of the Exchange Corporate Finance Manual, and remains subject to TSX Venture Exchange final approval. TSX Venture Exchange final approval is subject to the TSX Venture Exchange's normal course review of the listing conditions and closing materials.

As described in previous press releases of the Company and in the Company's filing statement dated November 7, 2008, JM Capital and the amalgamated corporation plan to amalgamate (the "Vertical Amalgamation") later this week. Following completion of the Vertical Amalgamation, the Company expects to obtain final TSX Venture Exchange approval of the Qualifying Transaction. The Company's name will be changed to "Stans Energy Corp." in connection with the Vertical Amalgamation and the shares of the Company will trade on the TSX Venture Exchange under the symbol "RUU" following the receipt of the TSX Venture Exchange's final approval of the Qualifying Transaction. The Company expects the shares of the resulting issuer to begin trading under its new name and stock symbol two business days following the TSX Venture Exchange's final approval of the Qualifying Transaction.

In connection with the Acquisition, the composition of the board of directors and the management of the Company has changed. The board is now comprised of Robert Mackay, Rodney Irwin, Boris Aryev and Gordon Baker. Robert Mackay is the President and Chief Executive Officer, Boris Aryev is the Chief Operating Officer, Gerald Ruth is the Chief Financial Officer and Aleksandra Bukacheva is the Vice-President of Finance and Administration.

Robert J. Mackay, President, Chief Executive Officer and Director

Mr. Mackay was the President, Chief Executive Officer and a director of Stans Energy. Mr. Mackay graduated from the Haileybury School of Mines in 1975. In 1980, he obtained a mining engineering degree from The South Dakota School of Mines Technology. Mr. Mackay spent 20 years in the investment business and, during this time, was Vice President of two national brokerage firms. In 2000, Mr. Mackay founded a private consulting business through which he consulted as Project Engineer on projects in Canada, the US, China and Africa.

Rodney Irwin, Director

Mr. Irwin was a director of Stans Energy. Mr. Irwin is the retired Canadian Ambassador to Russia. Mr. Irwin joined the department of External Affairs in Ottawa in 1972. Between 1972 and 1990, he served abroad in New Delhi, Moscow and Port of Spain; in 1988 Mr. Irwin was appointed High Commissioner to Trinidad & Tobago. In 1992, Mr. Irwin was named Ambassador to Yugoslavia, due to the war with Croatia, Mr. Irwin served as Ambassador to Albania, Bulgaria, Slovenia and Croatia. From 1993 to 1996, Mr. Irwin served as Ambassador to Hungary while retaining his Balkan country accreditations. From 1999 to 2003, Mr. Irwin served as Ambassador to the Russian Federation with concurrent accreditation to the Republics of Armenia and Uzbekistan. Mr. Irwin retired to Ottawa in 2003 after 32 years in the foreign service.

Gordon R. Baker, Q.C., Director

Gordon R. Baker, Q.C. is a lawyer practicing in the areas of tax and business law in Toronto, Ontario. He has acted for a number of public and private Canadian and multi-national clients, as general counsel or, special counsel for specific projects. He is a director and member of the audit committee of Jemtec Inc. which trades on the TSX Venture Exchange.

Boris Aryev, Chief Operating Officer and Director

Mr. Aryev was the Chief Operating Officer and a director of Stans Energy. Mr. Aryev is the founding director and member of the National Board of the Canada-Eurasia Russia Business Association as well as founder and chairman of its Mining and Northern Development Committees. He graduated in 1972 from USSR State Institute of Civil Aviation in Riga, Latvia. From 1972 to 1982 Mr. Aryev worked in Riga branch of Central Research Institute of Communication Science of the Ministry of Communications of the USSR. From 1983 to 1986, Mr. Aryev was a software development consultant with NCR Canada Limited and OPTIMOD Inc. Between 1986 and 1996, he worked as a Project Leader and consultant with Verifact Inc. Since 1990, Mr. Aryev has been President of Marhope Systems Inc., a company which provides management/consulting services to public and private sectors. Mr. Aryev is the co-founder of Canada-Russia Intergovernmental Economic Commission Minerals Working Group.

Gerald Ruth, Chief Financial Officer

Mr. Ruth was the Chief Financial Officer and a director of Stans Energy. Mr. Ruth is a Chartered Accountant who graduated from Wilfrid Laurier University with a Bachelor of Business Administration (Hons.) in 1981. He was employed for several years in the public accounting field with the international accounting firms of Coopers and Lybrand followed by Peat Marwick. From 1988 to 2003, Mr. Ruth held various positions of increasing responsibility with the Toronto Stock Exchange where he served as Head of Listings from 1997 to 2003 with responsibility for operations, policy and management within the Listings Group. Mr. Ruth is currently also an officer and/or director of a number of other private and public companies.

Aleksandra Bukacheva, MSc., Vice-President of Finance and Administration

Ms. Bukacheva was Vice-President of Finance and Administration of Stans Energy. She graduated from the Moscow State Institute for International Relations (MGIMO University) in Moscow, Russia in 2004. In 2005, she obtained an MSc designation (Merit) from The London School of Economics and Political Science (LSE) in the United Kingdom. While in Russia, she worked on a number of projects for various non-governmental and intergovernmental organizations including Organization for Security and Co-operation in Europe (OSCE), US Library of Congress/American Councils for International Education, Council of Europe and Forum of Federations. Between 2005 and 2007 Ms. Bukacheva worked in various roles including Sector Head for Energy & Power and Director of Logistics for Brendan Wood International.

For further information regarding the Acquisition please refer to the news releases issued by JM Capital on August 14, 2008, October 7, 2008 and November 7, 11 and 20, 2008, the Agreement and JM Capital's filing statement dated November 7, 2008, all of which are available under JM Capital's profile on SEDAR at www.sedar.com.

This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company's objectives, goals or future plans, and its expectations with respect to the completion of the Vertical Amalgamation, obtaining final TSX Venture Exchange approval of the Qualifying Transaction and the trading of the shares of the resulting issuer following the completion of the Qualifying Transaction. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, those risks set out in the Company's public documents filed on SEDAR. 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.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • JM Capital Corp.
    Robert J. Mackay
    President & Chief Executive Officer
    (647) 426-1865