01:47:10 EDT Wed 24 Apr 2024
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or Name
USA
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Sahara Energy Ltd (2)
Symbol SAH
Shares Issued 289,684,072
Close 2021-01-20 C$ 0.02
Market Cap C$ 5,793,681
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Sahara Energy to change business to real estate

2021-01-25 12:00 ET - News Release

Ms. Panwen Gao reports

SAHARA ENERGY LTD. ANNOUNCES PROPOSED CHANGE OF BUSINESS

Effective Jan. 24, 2021, Sahara Energy Ltd. has entered into two equity investment agreements with affiliates of DMG Investments LLC, pursuant to which the company has agreed to invest in two of DMG's real estate development projects in Amherst, N.Y., and Albany, N.Y.

Pursuant to the terms of the investment agreements, it is currently intended that the company, through a wholly owned subsidiary, will make an investment of $3-million (U.S.) in exchange for a preferred equity ownership position of approximately 21.27 per cent in a student housing development project in Amherst, N.Y., and an investment of $2-million (U.S.) in exchange for a preferred equity ownership position of approximately 15.56 per cent in a multifamily mixed commercial housing development in Albany, N.Y.

Completion of the investments, as currently proposed, would constitute a change of business of the company in accordance with TSX Venture Exchange Policy 5.2 -- Changes of Business and Reverse Take-overs, as the company currently operates as a junior resource exploration company engaged in the acquisition, exploration and development of petroleum and natural gas reserves in Western Canada and the investments would see the company making investments in two real estate development projects in the United States.

Over the past few years, the company has experienced continuing losses. Equipping and tie-in activities for two of the company's heavy oil development wells was suspended 2015 and the company has been unable to identify new lands or assets on satisfactory terms or dispose of its existing lands or assets on satisfactory terms, thereby limiting the growth and development of the company. These issues have been further exacerbated by the continuing general downturn in market conditions in the oil and gas industry in Western Canada and the COVID-19 pandemic. Given the existing strengths and skills of the company's management team and the company's analysis of various markets and opportunities for the growth of shareholder value, the board of directors of the company has determined it to be in the best interests of the company to pursue the investments and to redirect the company's business focus to that of an investment and real estate company.

DMG is an independent third party without any involvement of any related party to the company (including no involvement of a director, officer, controlling shareholder, or other insider or any entity owned or controlled by them or with which they are involved). The proposed investments are arm's-length transactions, do not involve non-arm's length parties, are not related party transactions and, to the company's knowledge, no other circumstances exist which would otherwise require shareholder approval or that may compromise the independence of the company or other interested parties (in particular, the company's directors and senior officers) with respect to the proposed investments.

As a change in business, the completion of the investments is subject to the approval of the TSX Venture Exchange and there can be no guarantee that such approval will be obtained on terms acceptable to the parties or at all. As such, the investments may not be completed on the terms currently contemplated by the company or at all.

In accordance with Policy 5.2, the company's shares have been halted from trading and will remain halted until such time as determined by the TSX Venture Exchange. The company will be providing further details respecting the investments and its proposed change of business by way of a more comprehensive news release following the approval of the same by the TSX Venture Exchange.

We seek Safe Harbor.

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