JM Capital Corp.

JM Capital Corp.

August 14, 2008 12:13 ET

JM Capital Corp. Executes Agreement to Complete a Qualifying Transaction With Stans Energy Corp.

TORONTO, ONTARIO--(Marketwire - Aug. 14, 2008) - JM Capital Corp. ("JM Capital") (TSX VENTURE:JMC.P) is pleased to announce the execution of an agreement in principle (the "Agreement"), dated August 11, 2008, with Stans Energy Corp., an Ontario corporation ("Stans Energy"), pursuant to which JM Capital will acquire all of the outstanding securities of Stans Energy (the "Acquisition").

About Stans Energy

Stans Energy is a junior mining exploration and development company incorporated in Ontario that is engaged in the acquisition, exploration and development of mineral resource properties in the Kyrgyz Republic.

Since its incorporation, Stans Energy has acquired, through its wholly owned subsidiary, Stans Energy KG, a 100% interest in the mining claims comprising three properties in the Kyrgyz Republic: (i) Shaltin located near Bishkek in northern Kyrgyzstan, (ii) Kapkatash located in southern Kyrgyzstan, and (iii) Kyzyluraan located near the Toktogul Reservoir in Central Kyrgyzstan.

Stans Energy has raised $9.75 million through the sale of securities and has expended approximately $4.2 million on property acquisitions and exploration. It currently has approximately $1.05 million in cash on hand with no debt. The following table sets forth financial information for Stans Energy which has been summarized from Stans Energy's audited financial statements for the financial year ended December 31, 2007 and Stans Energy's unaudited financial statements for the fiscal quarter ended March 31, 2008.

Fiscal Quarter Ended Financial Year Ended
Statement of Operations Data March 31, 2008 ($) December 31, 2007 ($)
Total Revenues NIL NIL
Total Expenses 975,997 4,244,502
Net Income/(Loss) (975,997) (4,244,502)
Net Income/(Loss)
per Share - Basic (0.04) (0.17)
Net Income/(Loss)
per Share - Fully Diluted (0.04) (0.17)
Balance Sheet Data
Total Assets 6,835,283 7,248,432
Total Long-Term Debt NIL NIL
Total Liabilities 746,227 342,918
Shareholders' Equity 6,089,056 6,905,514
Deficit (5,859,582) (4,883,585)

Stans Energy currently has 25,511,283 common shares issued and outstanding that are currently owned by over 90 registered shareholders, none of whom own more than 10% of the issued shares.

About the Acquisition

The Acquisition is expected to constitute a "Qualifying Transaction" for JM Capital as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange") Corporate Finance Manual. The transaction is subject to approval by the shareholders of Stans Energy as well as all regulatory approvals.

It is anticipated that the Acquisition will be effected by way of a three cornered amalgamation (the "Amalgamation") under Ontario law, pursuant to which Stans Energy will amalgamate with a newly incorporated, wholly-owned Ontario subsidiary of JM Capital, with the resulting amalgamated corporation ("Amalco") being a wholly-owned subsidiary of JM Capital. Upon completion of the Acquisition, JM Capital and Amalco will amalgamate pursuant to Ontario law and the ongoing public entity will be renamed "Stans Energy Corp." or a similar name ("NewStans"), and will be listed on the Exchange.

Under the terms of the Amalgamation:

- all of the outstanding common shares of Stans Energy (the "Stans Energy Shares") will be exchanged for common shares of JM Capital ("JM Capital Shares") at the ratio of three (3) JM Capital Shares for each Stans Energy Share (the "Exchange Ratio");

- all of the outstanding warrants to acquire common shares of Stans Energy ("Stans Energy Warrants") will, subject to regulatory approval, be exchanged for warrants of JM Capital ("JM Capital Warrants") exercisable to acquire the number of JM Capital Shares determined by multiplying (i) the number of Stans Energy Shares subject to each Stans Energy Warrant by (ii) the Exchange Ratio. The exercise price per JM Capital Share subject to a JM Capital Warrant will be an amount equal to the quotient of (i) the exercise price per Stans Energy Share subject to such Stans Energy Warrant divided by (ii) the Exchange Ratio. All other terms of the JM Capital Warrants, including the expiry date thereof, shall be the same as the Stans Energy Warrants; and

- all of the outstanding options of Stans Energy ("Stans Energy Options") to acquire common shares of Stans Energy will, subject to regulatory approval, be exchanged for options of JM Capital ("JM Capital Options") exercisable to acquire the number of JM Capital Shares determined by multiplying (i) the number of Stans Energy Shares subject to each Stans Energy Option by (ii) the Exchange Ratio. The exercise price per JM Capital Option will be an amount equal to the quotient of (i) the exercise price per Stans Energy Share subject to such Stans Energy Option divided by (ii) the Exchange Ratio. All other terms of the JM Capital Options, including the expiry dates hereof, shall be the same as the Stans Energy Options.

After completion of the Amalgamation, an aggregate of 80,533,850 common shares of NewStans will be issued and outstanding or 88,845,517 common shares on a fully diluted basis, assuming exercise of stock options and warrants. The current shareholders of JM Capital will own 4,000,001 common shares or 4.9% of the issued and outstanding common shares of NewStans (5.1% on a fully diluted basis) while the current shareholders of Stans Energy will own 76,533,849 common shares or 95.1% of the issued and outstanding common shares of NewStans (94.9% on a fully diluted basis).

Directors and Senior Officers of NewStans

Upon completion of the Acquisition, the insiders of NewStans, being its directors and senior officers, are anticipated to be:

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

Mr. Mackay is 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. Throughout his career, Mr. Mackay has gained extensive experience in mining, mine planning, surveying, grade control, industrial engineering, open pit and underground production.

Rodney Irwin, Chairman and Director

Mr. Irwin is 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., Vice-Chairman and Secretary

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 is 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 is 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 is 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.

Conditions Precedent to Completion of the Acquisition

The parties' obligations to complete the Acquisition and related transactions are subject to the satisfaction of the usual conditions including, among others, all necessary approvals to enable the Acquisition to be carried out have been obtained from the Exchange, the shareholders of Stans Energy, and all other regulatory authorities and third parties having jurisdiction, and the parties being satisfied with the results of their due diligence reviews.

This press release contains forward-looking statements with respect to the Acquisition and Amalgamation and matters concerning the business, operations, strategy, and financial performance of Stans Energy, JM Capital and NewStans. These statements generally can be identified by use of forward looking word such as "may", "will", "expect", "estimate", "anticipate", "intends", "believe" or "continue" or the negative thereof or similar variations. The completion of the Acquisition and the future business, operations and performance of NewStans discussed herein could differ materially from those expressed or implied by such statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the transaction contemplated herein is completed. Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of Stans Energy to obtain necessary shareholder approval to complete the Acquisition or to satisfy the requirements of the Exchange with respect to the Acquisition. The cautionary statements qualify all forward-looking statements attributable to JM Capital, Stans Energy and NewStans and persons acting on their behalves. Unless otherwise stated, all forward looking statements speak only as of the date of this press release and JM Capital and Stans Energy have no obligation to update such statements except as required by law.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange Inc. does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • JM Capital Corp.
    Jay Freeman
    Chief Executive Officer
    (416) 972-6197
    Stans Energy Corp.
    Robert J. Mackay
    President & Chief Executive
    (647) 426-1865
    The Buick Group
    Jonathan Buick
    (416) 915-0915