St Elias, McClenhan granted costs in Hastman suit
2013-06-18 09:54 ET - News Release
Mr. Lori McClenahan reports
ST. ELIAS MINES LTD. - SUPREME COURT OF BRITISH COLUMBIA DISMISSES HASTMANS CLAIMS AGAINST ST. ELIAS AND LORI MCCLENAHAN AND ORDERS THAT HASTMANS PAY COSTS
The Supreme Court of British Columbia has released its decision on the Hastman petition and St. Elias Mines Ltd.'s Dec. 27, 2012, annual general meeting. The court dismissed the Hastman petition in its entirety, with costs payable by the Hastmans to the company and Lori McClenahan.
In reaching this decision, the court stated that: "The dissident shareholders had a responsibility to ensure that their circular was complete and correct before it was released. They did not meet that responsibility. Instead they fashioned a document that left out significant information and misstated other information." The court also stated that "there were material misrepresentations in the dissident circular at the time it was issued and the petitioners knew there were material misrepresentations at that time," and that accordingly, "the chair [i.e., Ms. McClenahan] had the authority and she had the reasons to reject the green proxies ... ." The company notes that the decision is 157 paragraphs in length. The company intends to post the entire decision on its website, and it will also be available on the B.C. Supreme Court website. The company asks that shareholders and interested members of the public read the decision in its entirety.
In their amended petition filed March 22, 2013, the Hastmans had sought a variety of relief, which included an order setting aside the Dec. 27, 2012, meeting and declaring themselves and three others elected as the board, as well as claims for personal liability against the directors. During the hearing, the Hastmans dropped the claims against the directors other than Ms. McClenahan, and dropped the request for a declaration that the dissident nominees had been validly elected. They focused in the hearing on their request for a new meeting. They also continued to seek orders, among other things, declaring the rejection of the green proxies to be invalid, declaring the issuance of stock options to be of no force and effect, and for personal liability against Ms. McClenahan. All of the orders sought by the Hastmans were rejected by the court
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