Jura Energy Corporation
TSX : JEC

Jura Energy Corporation

May 09, 2013 00:05 ET

Jura Announces US$ 4 Million Debenture Placement

CALGARY, ALBERTA--(Marketwired - May 9, 2013) - Jura Energy Corporation (TSX:JEC) ("Jura" or the "Corporation") announced today that it had entered into agreements for the issue of 4,000 units pursuant to a private placement (the "Offering"). Each unit (a "Unit") is comprised of a US$ 1,000 11% secured subordinated debenture (a "Debenture") and 200 warrants (each a "Warrant") to purchase one common share in the share capital of Jura (a "Common Share") for the greater of (i) $0.36 per common share, representing a 20% premium over the closing price of the Common Shares on the Toronto Stock Exchange ("TSX") on the last trading date prior to such agreements being entered into, and (ii) the 5-day volume weighted average trading price of the Common Shares on the TSX at the closing date, which is anticipated within the next 10 days. The Warrants are subject to customary anti-dilution adjustments, including adjustments upon the payment of a dividend in Common Shares; subdivision or combination of the Common Shares; or the issuance of rights, options or warrants to all or substantially all holders of the outstanding Common Shares. Each Warrant issuable to subscribers under the Offering will expire on the earlier of April 30, 2018 or the 90th day following the redemption by Jura of all remaining outstanding Debentures issued to the holder of such Warrant.

The total gross proceeds of the offering will be US$4 million and Jura will issue US$4 million aggregate principal amount of Debentures and a total of 800,000 Warrants exercisable into 800,000 Common Shares, representing approximately 1.2% of the issued and outstanding Common Shares as of the date hereof. The Offering was negotiated at arm's length and will not affect control of Jura. There are no restrictions on the use of proceeds, which will be used to fund capital expenditures and for general corporate purposes.

ARK Point Advisors FZE acted as strategic and financial advisors for Jura in connection with the Offering and will receive a fee from Jura, including 50,000 Warrants exercisable into 50,000 Common Shares, representing approximately 0.1% of the issued and outstanding Common Shares as of the date hereof, which Warrants will expire on the second anniversary of the closing date.

The Corporation has applied to the TSX for the listing of Common Shares issuable on the exercise of Warrants. The Offering may result in the issuance to insiders during a six month period of a number of Common Shares greater than 10% of the number of Common Shares which are currently outstanding on a non-diluted basis, as up to 400,000 Common Shares may be issued to an entity controlled by Mr. Hussain Sultan, Chairman and director of Jura, on the exercise of Warrants proposed to be subscribed for by such entity under the Offering, representing approximately 0.6% of the issued and outstanding Common Shares as of the date hereof and, together with Common Shares beneficially owned, controlled or directed by Mr. Sultan as of the date hereof, representing less than 1% of the issued and outstanding Common Shares. In accordance with Section 604(d) of the TSX Company Manual, the Corporation is relying on an exemption from obtaining shareholder approval for the Offering and will provide the TSX with written confirmation that Eastern Petroleum Limited, a disinterested holder of more than 50% of the Common Shares of the Corporation, is familiar with the terms of the Offering and is in favour of the Offering.

About Jura:

Jura is an international energy company engaged in the exploration, development and production of petroleum and natural gas properties in Pakistan. Jura is based in Calgary, Alberta, and listed on the TSX trading under the symbol JEC. Jura conducts its business in Pakistan through its subsidiaries Frontier Holdings Limited and Spud Energy Pty Limited.

Forward Looking Advisory

This news release contains forward-looking information which is not comprised of historical facts. Information and statements relating to reserves and net present value of future net revenue from reserves are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described can be profitably produced in the future. Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Jura. These risks include, but are not limited to Jura's ability to close the transactions contemplated by the Offering. The risks outlined above should not be construed as exhaustive. Readers are cautioned not to place undue reliance on this forward-looking information as actual results may differ materially from those expressed or implied in the forward-looking information. Jura does not assume the obligation to revise or update this forward-looking information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

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