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.
SOURCE Alternative Earth Resources Inc.