SASKATOON, SK, June 20 /CNW/ - United Uranium Corp. (UUC-TSX Venture)
announced today that it will be making a court application on
Tuesday June 26, 2008 at 10:00 am at the courthouse in Saskatoon, Saskatchewan
to extend the time to hold an annual general meeting of shareholders to a time
between August 15, 2008 and September 15, 2008. The courthouse in Saskatoon is
located at 520 Spadina Crescent East. The notice of motion filed in court in
support of the application is attached below.
ON BEHALF OF THE BOARD
The TSX Venture Exchange Does Not Accept Responsibility for the Adequacy
or Accuracy of This News Release
Q.B. No. of 2008
IN THE COURT OF QUEEN'S BENCH FOR SASKATCHEWAN
JUDICIAL CENTRE OF SASKATOON
IN THE MATTER OF AN APPLICATION UNDER SECTION 133 OF THE
CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44.
UNITED URANIUM CORP.,
- AND -
DIRECTOR OF CORPORATIONS CANADA (as appointed pursuant to s. 260 of
the CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44)
NOTICE OF MOTION
TAKE NOTICE THAT an application will be made before the presiding Judge in
Chambers at the Court House, 520 Spadina Crescent East, in the City of
Saskatoon, Saskatchewan, on Thursday, the 26th day of June, 2008, at 10:00
o'clock in the forenoon or so soon thereafter as Counsel may be heard on
behalf of the Applicant for the following relief:
1. An order pursuant to Section 133(3) of the Canada Business
Corporations Act permitting the Applicant to hold an annual meeting
of shareholders on or before September 15, 2008;
2. An order pursuant to Rule 18(1) of The Queen's Bench Rules of Court
validating the service of this Notice of Motion, the Affidavit of
Kyle Kozuska, the Draft Order and the Book of Authorities on the
shareholders of the Applicant based on their posting on the System
for Electronic Document Analysis and Retrieval ("SEDAR").
3. In the alternative, an order pursuant to Rule 21 of The Queen's Bench
Rules of Court for alternate service of this Notice of Motion, the
Affidavit of Kyle Kozuska, the Draft Order and Book of Authorities on
the shareholders of the Applicant in a manner the Court deems just;
4. An order pursuant to Rule 21 of The Queen's Bench Rules of Court for
alternate service of the Order on the shareholders of the Applicant
via posting on SEDAR; and
5. Such further and other relief as counsel may request and this
Honourable Court shall deem just.
AND FURTHER TAKE NOTICE that the grounds upon which this application is
made, including reference to any statutory provision or rule to be relied on,
are as follows:
1. Sections 2(1) and 133(3) of the Canada Business Corporations Act (the
2. Rules 18(1), 21 and 441 of The Queen's Bench Rules of Court (the
3. Part 2 of National Instrument 54-101.
4. The Applicant is a publicly traded corporation trading on the TSX
Venture Exchange under the trading symbol "UUC" with its head office,
registered office and most of its operations and assets located in
5. In or about October 2007, the entire board of directors of the
Applicant resigned and replacement directors were subsequently
6. The same individuals act as directors of the Applicant, Shane
Resources Ltd. ("Shane") and Star Uranium Corp. ("Star").
7. The Applicant, Shane and Star all share a common head office, have
certain common shareholders, and have the identical Chief Financial
Officer and Corporate Secretary.
8. On or about May 30, 2008, the President and CEO of the Applicant,
Shane and Star resigned for personal reasons, notice of which was
publicly disclosed on the same date.
9. Shane and Star are not required to hold their respective annual
meetings of shareholders until September 15, 2008.
10. At all relevant times, the Applicant intended to hold an annual
meeting of shareholders in early September, 2008, in conjunction with
the annual meetings of Shane and Star.
11. Section 133(1) of the Act compels the Applicant to call an annual
meeting not later than 15 months after holding the last preceding
annual meeting, but no later than 6 months after the corporation's
preceding financial year.
12. The last annual meeting of the shareholders of the Applicant was held
on June 15, 2007, and the Applicant's last financial year ended
December 31, 2007, which means, in the absence of an Order from a
Court, it is required to hold its annual general meeting prior to
June 30, 2008.
13. The directors of the Applicant only became aware of the
requirement to hold an annual meeting on or before June 30, 2008 in
late May, 2008. At that time, the Applicant did not have sufficient
time to obtain the necessary shareholder lists within the times
prescribed by National Instrument 54-101 to allow the Applicant to
provide notice to its shareholders of a June 30, 2008 annual meeting.
14. It is in the interests of the shareholders of the Applicant to permit
the annual meeting to be held at a later date for the following
a) the shareholders of the Applicant will receive adequate notice
of the meeting; and
b) the annual meetings of the Applicant, Shane, and Star will be
conducted at the same time, resulting in savings of time and
costs for the Applicant, the directors and any mutual
shareholders who attend the annual meetings.
15. An order extending the date by which the Applicant may hold an annual
meeting of shareholders would not prejudice the shareholders, as
there are no outstanding or anticipated material changes affecting
shareholders. Furthermore, the annual audited financial statements of
the Applicant have already been provided to those shareholders who
requested copies of the same.
16. Further and in the alternative, if the requested relief is not
granted, it will have a prejudicial effect on the shareholders of the
Applicant, as the Applicant will not be able to provide adequate
notice to shareholders of its annual meeting.
17. The savings of costs and time associated with delaying the holding
of the annual meeting of shareholders of the Applicant, is in the
best interests of the shareholders, warrants the Court exercising its
discretion in granting the requested relief.
AND FURTHER TAKE NOTICE that in support of this application will be read:
1. This Notice of Motion;
2. The Draft Order;
3. Affidavit of Kyle Kozuska;
4. The Book of Authorities;
5. The Affidavit of Service; and
5. Such further and other material as counsel may advise and this
Honourable Court may allow.
DATED at the City of Saskatoon, in the Province of Saskatchewan, this 18th
day of June, 2008.
Per: "Scott A. Newell"
Scott A. Newell, Solicitors for the
Applicant, United Uranium Corp.
This document was prepared by:
Wallace Meschishnick Clackson Zawada
901 - 119 4th Ave S
Saskatoon, SK S7K 5X2
Lawyer in charge of file: Scott A. Newell
Address for service: as above
Our Ref: 5433-11422
For further information:
For further information: please contact the Company at (306) 664-3828