2013-02-27 01:36:26 -
CALGARY, ALBERTA -- (Marketwire) -- 02/27/13 -- Coral Hill Energy Ltd. (the "Company") announces it has been advised that the board of directors of Crescent Point Energy Corp. ("CPG") has resolved to approve and adopt the recommendations contained in a report (the "Report") from an independent special committee ("Special Committee") of the board of directors of CPG formed to review and evaluate the statement of claim (the "Fisher Claim") filed by Edward Robert Fisher ("Fisher") against, among others, the Company, Wave Energy Ltd. ("Wave") and certain former directors of Wave. The Report essentially concluded, among other things, that there is no merit to the allegations in the Fisher Claim.
Notably, the Report concluded that:
-- With respect to allegations of self-dealing by the former directors of
Wave (which corporation was purchased by CPG), such claim, if made by
anyone, would be for the benefit of CPG as purchaser of Wave, and, in
any event, the Report concluded there is no merit to the allegations
that CPG was somehow deprived from participating in pursuit of certain
petroleum and natural gas rights or the benefits of a proprietary Wave
business model. According to the Report, the evidence showed that CPG
was informed about the petroleum and natural gas rights that form the
basis of the Fisher Claim and exercised its business judgement in
deciding not to pursue them. In addition, the Report concluded that Wave
did not have a propriety business model.
-- There is no evidence that CPG (as the rightful beneficiary of any
potential claim of self-dealing by former directors of Wave) has
suffered any damages.
The Report recommended that the CPG board of directors: (a) concludes that the pursuit of the allegations in the Fisher Claim (whether by CPG or Fisher) is not in the best interests of CPG; and (b) resolves to instruct counsel to: (i) challenge the propriety of Fisher purporting to purse the allegations without the consent of CPG or court approval; and (ii) to apply to dismiss the Fisher Claim.
The Company is pleased with the conclusions of the Special Committee report and the adoption by the same by the board of directors of CPG which was arrived at after a thorough review and analysis by the Special Committee of the allegations and matters set forth in the Fisher Claim, including the advice of external legal counsel, a review of the relevant records in possession of, or made available to, CPG and interviews with such individuals that the Special Committee expected to have material information in respect of the allegations set forth in the Fisher Claim.
The Fisher Claim alleges, in essence, that the Company acquired certain assets in southern Saskatchewan, the Virginia Hills area of Alberta and the Swan Hills area of Alberta (collectively, the "Subject Assets") in an improper manner, directly or indirectly, from Wave. The plaintiff claims to bring the action on his own behalf and on the behalf of the other former Wave shareholders and seeks, among other things, monetary damages, or in the alternative, a disgorgement of profits earned by the Company that have been derived from the Subject Assets and an order restraining the Company from retaining and/or acquiring any petroleum and natural gas rights on the Subject Assets.
The Company intends to vigorously defend the Fisher Claim, including pursuing an application, along with the other defendants to the Fisher Claim, for the summary dismissal of the same.
ADVISORY: This press release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the forgoing, this press release contains statements concerning the future defences of the Fisher Claim, including the pursuit of a summary dismissal application. Although the Company believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The Company's and the directors' assessments of the basis of the claim may change, the relief sought in the claim may change, the defence strategy of the Company (and other parties) may change and the basis of the claim may change. The forward looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Coral Hill Energy Ltd.
Donald J. Rae
President and Chief Executive Officer
at.marketwire.com/accesstracking/AccessTrackingLogServlet?docid= .. width="1" height="1" alt=" " border="0" />