Jura Energy Corporation (TSXV: JEC) (“
Jura” or the
“
Company”) announced today that it has been
advised by its controlling shareholder, Phoenix Exploration
(“
Phoenix”), that Phoenix has completed the sale
of all of its common shares in the Company, representing
approximately 73.3% of the outstanding common shares of the Company
(“
Common Shares”), to IDL Investments Limited
(“
IDL”), a British Virgin Islands investment
company (the “
Transaction”).
In conjunction with the change of control, Mr.
Nadeem Farooq has stepped down as Chief Executive Officer (CEO) and
a director of Jura. Mr. Farooq shall however continue to serve as
an advisor to Jura’s board of directors, in particular in relation
to the ongoing legal proceedings involving Jura’s subsidiaries. Dr.
Grant Pogosyan has also resigned as a director of the Company.
Mr. Kashif Afzal, Director of IDL, has been
appointed as a director of the Company. Mr. Afzal is a British
businessman based in the United Arab Emirates. He is the founder of
Juniper Group, a private investment and advisory firm, and is an
investor in renewable energy, natural resources and carbon credits
projects. Mr. Afzal holds an MSc from Oxford University and has
completed the Mining Development professional program from the
Camborne School of Mines.
The board is now comprised of Mr. Afzal and
incumbent directors Stephen Smith and Mehran Inayat Mirza. Mr. Arif
Siddiq continues in his role as Chief Financial Officer. The
Company is currently in advanced discussions with a CEO candidate
and expects to announce the appointment of a replacement CEO
soon.
Early Warning Disclosures
IDL acquired 50,659,076 Common Shares (the
“Acquired Shares”) from Phoenix, representing
approximately 73.3% of the outstanding Common Shares of Jura, at a
price of C$0.025 per share for total consideration of
C$1,266,476.90. The Transaction was completed by a private
agreement between IDL and Phoenix and did not occur on any stock
exchange or other securities market. None of the parties to the
purchase agreement are, and none of the Acquired Shares were
acquired from or were offered to be acquired from, parties located
in any province or territory of Canada. The value of the
consideration paid for the Acquired Shares, including brokerage
fees or commissions, was not greater than 115% of the market price
of the Acquired Shares as determined in accordance with Section
1.11 of National Instrument 62-104 – Take-Over Bids and Issuer
Bids.
Immediately prior to the Transaction, IDL
indirectly beneficially owned 5,035,714 Common Shares representing
approximately 7.29% of the outstanding Common Shares. Upon
completion of the Transaction, IDL directly beneficially owns
55,694,790 common shares, representing approximately 80.62% of the
outstanding Common Shares of Jura on a non-diluted basis. IDL has
advised the Company that IDL has acquired the Acquired Shares for
investment purposes. IDL will evaluate its investment in Jura on an
ongoing basis and may increase or decrease its holdings in Jura,
subject to market conditions and other relevant factors. IDL was
formed under the laws of British Virgin Islands, its principal
business is to make investments and its head office is located at
Vistra Corporate Services Centre, Wickhams Cay Il, Road Town,
Tortola, VG1110, British Virgin Islands.
Immediately prior to the Transaction, Phoenix
directly beneficially owned 50,659,076 Common Shares, representing
approximately 73.3% of the outstanding common shares of Jura on a
non-diluted basis. Upon completion of the Transaction, Phoenix does
not beneficially own or exercise control over any shares of the
Company. Phoenix has advised the Company that it has disposed of
its Common Shares for investment purposes and it may acquire shares
of Jura in the future, subject to market conditions and other
relevant factors, although it has no present intention to do so.
The address of Phoenix is 33 Edith Cavell St., Port Louis,
Mauritius.
The early warning disclosures above are issued
pursuant to National Instrument 62-103 – The Early Warning Systems
and Related Take-Over Bids and Insider Reporting Issues, which also
requires a report to be filed with regulatory authorities in each
of the jurisdictions in which the Company is a reporting issuer
containing information with respect to the foregoing matters
("Early Warning Reports"). IDL and Phoenix have
confirmed that the Early Warning Reports containing additional
information with respect to the foregoing matters will be filed and
made available under the SEDAR+ profile of Jura at
www.sedarplus.ca.
The head office of the Company is Suite 2100,
144 – 4th Avenue SW, Calgary, Alberta T2P 3N4.
For additional information or, in the
case of IDL or Phoenix, to obtain a copy of their applicable Early
Warning Report, please contact:
Jura |
|
Stephen Smith, Chairman, Jura Energy Corporation |
|
T: +44 7834 834 976 |
|
E: info@juraenergy.com |
|
|
|
IDL |
Phoenix |
Kashif Afzal |
Muhammad Munzir Latif |
T: +971 55 257 7687 |
T: +971 55 691 0087 |
E: ka+jura@ekigai.com |
E: munzirlatif@yahoo.com |
|
|
About Jura Energy Corporation
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-V 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 press release contains certain
forward-looking statements and forward-looking information
(collectively referred to herein as "forward-looking statements")
within the meaning of Canadian securities laws. Specific
forward-looking statements in this press release include
information regarding plans for the near-term appointment of a new
CEO. The forward-looking statements contained in this press release
are based on management's beliefs, estimates and opinions on the
date the statements are made in light of management's experience,
current conditions and expected future development in the areas in
which Jura is currently active and other factors management
believes are appropriate in the circumstances. Jura undertakes no
obligation to update publicly or revise any forward-looking
statement or information, whether as a result of new information,
future events or otherwise, unless required by applicable law.
Readers are cautioned not to place undue reliance on
forward-looking information. By their nature, forward-looking
statements are subject to numerous assumptions, risks and
uncertainties that contribute to the possibility that the predicted
outcome will not occur, including some of which are beyond Jura's
control. These assumptions and risks include, but are not limited
to: the availability of a suitable CEO candidate on acceptable
terms. There can be no assurance that forward-looking statements
will prove to be accurate as actual results and future events could
vary or differ materially from those anticipated in such
statements. See Jura's Management’s Discussion and Analysis for the
year ended December 31, 2023, available on SEDAR+ at
www.sedarplus.ca, for further description of the risks and
uncertainties associated with Jura's business.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
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