AvenEx Energy Corp AVNDF

Shareholders vote on Elbow River sale required

[kingofcotton]

Shareholders vote on Elbow River sale required

 

In my view, both case law and the Alberta Corporations Act require a shareholder vote on the sale of Elbow River.  Surely Peters and Co would be aware that a shareholder vote on the sale of Elbow River would be required?  Did Peters and Co give an opinion on this?

 

Alberta Corporations Act

https://www.canlii.org/en/ab/laws/stat/rsa-2000-c-b-9/#Part_11_Shareholders_286860

 

“Extraordinary sale, lease or exchange

190(1)  A sale, lease or exchange of all or substantially all the property of a corporation other than in the ordinary course of business of the corporation requires the approval of the shareholders in accordance with subsections (2) to (6).”

 

Case Law

https://www.stikeman.com/cps/rde/xchg/se-en/hs.xsl/6783.htm

 

“the limit (by directors and management) on dealing freely with corporate property is placed higher  -  the assets involved must be of significant size and of such importance to the corporation that the disposition would have to fundamentally change the nature of the corporation, in either shifting its business objectives or preventing it from continuing to operate as a profitable enterprise.”

 

Call the Alberta Securities Commission [phone]

Ask for someone involved in the AvenEx investigation.

 

[JReynolds]

Kingofcotton - sorry to say this. that's done deal, and even if er are to re-initiate the proceedings against this past event, it is too sale to do so with the merger vote approcaging so near. If we think it is not a fair vote-process (for both yes and no are against out interest), then we abstain. This is one of three things that a shareholder can do.

[pone]

Does anyone have the name of any responsible individual at the Alberta Securities Commission who is responsible for any inquiry into whether Avenex management has improperly transferred Elbow River out of Avenex without subjecting it to shareholder approval?   The Alberta Corporations Act requires a shareholder vote on the sale of...substantially all of a corporation's assets.  

[indy94]

Who bought Elbow River>>> Did they sell to themselves or one of their buddies. Does this need to be investigated???

[Kingscourt]

As you can see by the post, Elbow River was sold to Parkland Fuel Corporation. On The Avenex website you will find that on October 17,2012 they posted a two page press release indicating a "review of oil and gas assets". In this press release they go on to say that management has "initiated a process" to "identify potential alternatives" to "maximize the value of