EurOmax Applies to the British Columbia Supreme Court
TSX.V. EOX
Frankfurt. OMZ
VANCOUVER, Sept. 2 /CNW/ - EurOmax Resources Limited (TSXV: EOX) ("EurOmax" or, the "Company") announced that, further to its news release dated August 24, 2010 announcing the adjournment of its annual general meeting (the "Meeting"), the Company filed a petition (the "Petition") in the British Columbia Supreme Court on August 31, 2010 for directions as to the further conduct of the Meeting.
The principal grounds EurOmax/states in support of the Court order are:
- In soliciting votes from shareholders for the Meeting pursuant to
proxy circulars (the "Dissident Proxy Circulars") issued by Messrs.
Patriarco and Gustafson (the "Dissident Shareholders"), the Dissident
Shareholders are materially misleading shareholders and also failed
to disclose Mr. Patriarco's repeated breaches of the Securities Act
(British Columbia). The principal misleading assertions in the
Dissident Proxy Circulars are as follows:
- The Dissident Shareholders allege that EurOmax's current
management are responsible for (a) the decrease in the stock price
of EurOmax shares; and (b) the wasteful depletion of EurOmax's
treasury. Both of these allegations are false and misleading. Mr.
Patriarco directed the sale of high volumes of EurOmax shares,
driving a decrease in the stock price, and therefore contributed
to the decline in the stock price. This was not disclosed to
shareholders. Further, Mr. Patriarco was a EurOmax director when
the specified drilling expenditures were made and personally
approved of these expenses expenditures which he criticized in
order to solicit shareholder support and votes. Two independent
corporate governance analysis companies, who have not been paid by
EurOmax or any related party, found the Dissident's complaints to
be unfounded.
- Mr. Patriarco failed to inform EurOmax's shareholders of material
facts, with the result that shareholders were misled with respect
to issues fundamental to a shareholders' investment in EurOmax.
- In connection with the acquisition of Silk Road Resources Ltd.
("Silk Road") by EurOmax by way of a plan of arrangement (the
"Arrangement"), which was approved by the shareholders of
EurOmax and Silk Road as required by applicable law and became
effective June 29, 2009, each of EurOmax and Silk Road issued a
management information circular dated May 26, 2009 (the
"Information Circulars"). The Information Circulars disclosed
incorrectly, based on Mr. Patriarco's actions, that following
the Arrangement, Mr. Patriarco would beneficially own, directly
or indirectly, or exercise control or direction over only
16.12% of the EurOmax shares.
- The last insider reports filed by Mr. Patriarco prior to the
Arrangement contained information that would lead shareholders
to believe that Mr. Patriarco would hold a 15.34% interest in
EurOmax following the Arrangement.
- An early warning report filed by or on behalf of Mr. Patriarco
on July 9, 2009 (following the effective date of the
Arrangement) indicated that following the Arrangement, Mr.
Patriarco acquired a 15.34% interest in EurOmax shares or a
17.19% interest if warrants held or controlled by Mr. Patriarco
were exercised.
- Two insider reports were filed by or on behalf of Mr. Patriarco
almost a year after the Arrangement, reporting prior
undisclosed material acquisitions of EurOmax or Silk Road
shares on or before the effective date of the Arrangement.
- Almost a year after the Arrangement, Mr. Patriarco filed a
letter (the "Purported Amendment") with the British Columbia
Securities Commission purporting to amend the July 9, 2009
early warning report to disclose that following the conclusion
of the Arrangement, Mr. Patriarco gained, directly or
indirectly, approximately 21.58% of the issued and outstanding
EurOmax shares on a diluted basis.
- Mr. Patriarco's shareholding is fundamentally material to
shareholder decisions regarding investment in EurOmax and the
future of the company. Under the Securities Act (British
Columbia), a shareholder who holds more than 20% of an issuer can
be a "control person". A control person, whose conduct can
materially impair the position of other shareholders, is subject
to critical legal restrictions:
- A control person cannot acquire shares of an issuer, such as
EurOmax, if they would hold more than 20% of the shares, unless
the acquisition is done by way of a formal takeover bid to all
shareholders or pursuant to an exemption from the takeover bid
requirements, which are intended to benefit all shareholders.
- A control person can only sell shares pursuant to a prospectus
of the issuer, unless an exemption from the prospectus
requirement is available.
The shareholders of EurOmax and Silk Road were misled in that they
were not made aware that Mr. Patriarco would become a "control
person" of EurOmax upon completion of the Arrangement. Mr.
Patriarco's acquisition of any further shares of EurOmax would
constitute a takeover bid, which shareholders should benefit from
via an offer to purchase their stock by Mr. Patriarco at a much
higher price than the stock presently trades at. Mr. Patriarco
continued to mislead the shareholders of EurOmax by failing to
disclose this significant shareholding of EurOmax shares in the
Dissident Proxy Circulars.
- Additionally, EurOmax claims that Mr. Matkaluk, a director candidate
nominated by the Dissidents, engaged in vote solicitation activities
in violation of the proxy solicitation rules, rules which exist to
ensure that all shareholders are treated equally and fairly in
advance of the AGM.
- EurOmax also claims that Mr. Menzies illegally solicited proxies from
many EurOmax shareholders. Mr. Menzies provided information to
selected EurOmax shareholders that was not included in the Dissident
Proxy Circulars and therefore not provided to all EurOmax
shareholders, in violation of the principal of full and open
disclosure.
- The Petition seeks a Court order that (a) all proxies deposited for
the annual general meeting of August 24, 2010 be declared null and
void; (b) a new annual general meeting of EurOmax, be held within 60
days of the Court order; (c) the Company's meeting materials,
including the Notice of Meeting, Information Circular and form of
proxy, be delivered to shareholders within 30 days of the Court
order; (d) Anthony Patriarco, Mark Gustafson, John Nugent, Randal
Matkaluk, Donald Siemens and John Menzies deliver a legally compliant
dissident proxy circular, which fully discloses their shareholdings
in the Company and is factually accurate and not misleading, within
14 days of the delivery of the Company's meeting materials; (e) Mr.
Patriarco be disallowed from voting any EurOmax shares that he owns
or controls at the new annual general meeting; and (f) the record
date for receiving notice of and voting at the new annual general
meeting be the date of the Court order.
The Company will issue a further news release regarding the outcome of the application to the British Columbia Supreme Court and otherwise as developments warrant.
On Behalf of the Board of Directors
"Christopher A. Serin"
Interim Chief Executive Officer
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING STATEMENTS
This news release contains "forwardlooking information" within the meaning of applicable Canadian securities legislation. Forwardlooking statements include, but are not limited to, statements with respect to the expected outcome and conduct of the Company's application to the British Columbia Supreme Court. Forwardlooking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of EurOmax to be materially different from those expressed or implied by such forwardlooking statements. There can be no assurance that the Company's application to the British Columbia Supreme Court will be successful in whole or in part, actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forwardlooking statements. EurOmax does not undertake to update any forwardlooking statements that are incorporated by reference herein, except in accordance with applicable securities laws.
For further information: about EurOmax Resources Limited please visit the Company's website: www.euromaxresources.com or contact Christopher Serin at (604) 657-5364
Share this article