PricewaterhouseCoopers Inc.
CALGARY, Aug. 24 /CNW/ - On July 21, 1999 the Alberta Court of Queen's
Bench heard an application from PricewaterhouseCoopers Inc. (``PWC' or
``Interim Receiver'), Interim Receiver-Manager of Bresea Resources Ltd.
(``Bresea') and granted an order wherein PWC was authorized to establish the
Shareholders' Advisory Committee for Bresea. The Shareholders' Advisory
Committee is to provide guidance to the Interim Receiver: (a) regarding the
business and affairs of Bresea; (b) in connection with any possible settlement
discussions of the claims against Bresea; (c) as to whether a shareholders'
meeting and a formal election of directors is feasible and desirable; (d) if a
shareholders' meeting is to be held to elect directors, in the selection of a
slate of qualified candidates to stand for election; (e) in the event of a
take-over bid for the shares of Bresea or any other corporate transaction; and
(f) in regards of all derivative actions made on behalf of Bresea.
The Court Order also authorized PWC to consult with the Shareholders'
Advisory Committee and thereafter to respond to the take-over bid made by
MacDonald Oil Exploration Ltd. as any prudent management would do. On
Thursday, July 22, 1999, PWC had a telephone meeting with four members of the
Shareholders' Advisory Committee. The most pressing issue was the impending
hearing before the Ontario and Alberta Securities Commissions at which the
Commissions would consider MacDonald Oil Exploration Ltd.'s offer dated June
8, 1999 for the shares of Bresea. PWC advised that, in its capacity as
Interim Receiver-Manager of Bresea, it was asking the Securities Commissions
to permanently cease trade the Macdonald Oil for the common shares of Bresea
as the offer and circular were technically flawed and did not provide the
legally required information to Bresea shareholders. PWC also advised that it
was asking the Securities Commissions to cease trade the Bresea shares until
December 31, 1999. PWC believes that by December 31, 1999 it will be in a
better position to evaluate the claims against Bresea which would allow Bresea
shareholders to better determine the value of their Bresea shares and make an
informed decision when offers for Bresea shares are made.
On Friday, July 23, 1999, PricewaterhouseCoopers Inc. was advised that,
at the request of counsel for MacDonald Oil, the Securities Commissions had
postponed the hearing scheduled for July 26, 1999 to Monday, August 9, 1999.
PricewaterhouseCoopers Inc. attended the hearing on August 9, 1999. The
Commissions ordered, among other matters, (i) that trading cease by MacDonald
Oil in the Bresea shares that were tendered to the offer, (ii) that MacDonald
Oil make a news release advising that MacDonald Oil cannot acquire the Bresea
shares tendered to the offer and that it cannot issue the consideration for
such tendered shares, that Bresea shareholders can exercise their withdrawal
rights and specify how these rights of withdrawal can be exercised, and (iii)
that MacDonald Oil is prevented from trading in Bresea shares until all shares
tendered by Bresea shareholders to the offer have been returned to the Bresea
shareholders.
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For further information: Any inquiries with respect to Bresea should be
directed to Kurt Bonokoski, Senior Vice-President of PricewaterhouseCoopers
Inc. at (403) 509-7311 or (403) 781-1825 |
