VANCOUVER, May 6, 2016 /PRNewswire/ - Alternative Earth Resources Inc. ("AER") (TSX.V: AER) is pleased to announce that on May 5, 2016, the British Columbia Court of Appeal (the "BCCA") rendered its decision (the "Decision") with respect to the appeals by AER, and certain of its directors, of decisions and orders made by Walker J. of the British Columbia Supreme Court (the "Court") in two petitions filed by Jaguar Financial Corporation ("Jaguar") against AER and three of its directors (the "Petitions"). The BCCA Decision has been filed on SEDAR under AER's profile at www.sedar.com.
The appeals filed by AER were allowed, with costs granted to AER for the appeal and the Petitions. In a unanimous decision by a three judge panel the BCCA over-turned all of the prior decisions and orders made by the Court in the Petitions. In particular, the BCCA found that:
- directors Fairbank and Yates did not have a disclosable interest in the Black Sea transaction, and therefore did not have a conflict of interest with respect to this transaction;
- director Cooper had complied with applicable corporate law and acted appropriately with respect to disclosing his interest, as a director of AER and the CFO of Black Sea, in the Black Sea transaction;
- the Court erred in enjoining AER from completing the Black Sea transaction without shareholder approval;
- the actions of the directors and AER in pursuing the Black Sea transaction were not oppressive or unfairly prejudicial to Jaguar;
- AER did not mislead the BC Registrar of Companies when it applied for and was granted an extension to hold the 2015 annual general meeting of shareholders (the "AGM");
- the Court erred in making the factual findings underlying its conclusion that the Black Sea transaction was not procedurally fair and reasonable to AER;
- the Court concluded that the Black Sea transaction was not substantively fair and reasonable to AER by rejecting the only evidence of fairness – the Glanville fairness opinion. Glanville concluded that the transaction was "fair from a financial point of view to the existing Alternative Earth shareholders" and the BCCA found that it was entirely appropriate for AER to commission and consider the Glanville fairness opinion;
- the news releases issued by AER following the decisions of the Court in the first Petition were not misleading or oppressive to Jaguar;
- the financial restrictions, including any corporate spending on a shareholder communications firm, and management restrictions concerning the conduct of the AGM that were imposed on AER, including the Court-appointed independent Chairman for the AGM, were unjustified and without a legal basis; and
- AER had reason to be wary of Jaguar and its CEO Vic Alboini, and the steps AER took in the face of the proposed proxy contest could not be impugned.
Brian D. Fairbank, the President and CEO of AER, stated that: "We are pleased that the process followed by AER's management with respect to the (now defunct) Black Sea transaction, relative to compliance with corporate law, TSX Venture Exchange policies and shareholder communications has been vindicated. The Petitions brought by Jaguar were wasteful, unproductive and costly and have caused AER to lose a beneficial merger transaction with Black Sea. We are also pleased that the Decision has vindicated the actions of the directors throughout the Court proceedings and has cleared the reputations of the AER directors. After six months of defending AER from unwarranted legal proceedings brought by Jaguar, AER may now move forward with conducting its business and hold the AGM."
The directors of AER will meet to consider the implications of the Decision, and will announce the schedule for the AGM in due course.
Forward Looking Statements: This news release contains forward looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements. Forward-looking statements in this release include statements regarding the outcome of the legal proceedings.
Neither the 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.
SOURCE Alternative Earth Resources Inc.