VANCOUVER, May 6, 2016 /CNW/ - 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.