VANCOUVER, Nov. 26, 2015 /CNW/ – Alternative Earth Resources Inc. (“AER”) (TSX.V: AER) announces that Jaguar Financial Corp. (“Jaguar“), a shareholder of AER, has commenced legal proceedings in the Supreme Court of British Columbia (the “Court“) against AER and its directors in connection with the proposed acquisition by AER of Black Sea Copper & Gold Corp. (“BSCG“). Refer to the AER News Release dated October 20, 2015 for additional details of the proposed BSCG transaction.
AER disputes the allegations made by Jaguar, as well as a litany of false statements that are contained in both the documents filed by Jaguar with the Court, and as were disclosed in a news release issued by Jaguar concerning this matter on November 24, 2015. AER will vigorously oppose the relief sought by Jaguar in the Court proceedings at the hearing currently scheduled by Jaguar for December 4, 2015.
The current board of AER has considerable experience with venture mineral exploration companies. The Company is led by the CEO, Brian D. Fairbank, P.Eng who is a former consulting geologist and is a “qualified person” under National Instrument 43-101 Standards for Disclosure of Mineral Projects (“NI 43-101“). Over the past year, management of the Company have reviewed a great many opportunities to acquire mineral properties (and other business ventures), and as a result of this process management believe that the proposed BSCG transaction has the best potential to generate value for shareholders of AER.
Since the news release of October 20, 2015, the AER special committee that was formed for the BSCG transaction has completed its due diligence review of BSCG; received a draft of a title opinion on the principal mineral property interest held by BSCG; settled the terms of a definitive share exchange agreement; and received conditional acceptance from the TSX Venture Exchange (the “Exchange“) for both the BSCG transaction and the related private placement. AER also received a preliminary verbal fairness opinion on the BSCG transaction from a qualified independent consultant prior to signing the letter of intent, and the final fairness opinion is expected shortly. In addition, an NI 43-101 technical report on the principal mineral property interest held by BSCG has been commissioned and a draft is expected later this week.
Management and the board of directors of AER have fully complied with their fiduciary obligations to AER throughout the process of dealing with the proposed BSCG transaction, and will continue to do so. Furthermore, AER has fully complied with the applicable provisions of corporate legislation, securities regulation, Exchange policies and appropriate corporate governance practices concerning both the proposed transaction with BSCG, and AER’s obligation to hold an annual general meeting of shareholders in 2015.
AER expects to complete the acquisition of BSCG, and the related private placement, on or before December 18, 2015, subject to the outcome of the Jaguar Court proceedings and receipt of final Exchange acceptance.
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 timing and completion of the private placement, the execution of the definitive agreement, closing of the BSCG acquisition, and the outcome of the Court proceedings. Factors that could cause such differences include: an order issued by the Court; the financing and the acquisition may not be completed for any reason whatsoever, including that the regulators may not approve them, changes in world commodity markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things, the timely receipt of any required regulatory approvals. Although we believe the expectations reflected in our forward looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.
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.
