Bresea announces results of shareholders' meeting, resolution of dispute over settlement agreement and court approval of plan of arrangement
VANCOUVER, Aug. 28 /CNW/ - Bresea Resources Ltd. ("Bresea" or the
"Company") announces that it has reached agreement to resolve the dispute
regarding the enforceability of the settlement agreement entered into by
Bresea on October 18, 2000 as amended on January 22, 2001. The resolution
includes a further amendment to the settlement agreement. Furthermore, the
Company announced that the settlement agreement and any amendments thereto and
plan of arrangement was approved by shareholders of Bresea on August 23, 2001
and the plan of arrangement was approved at a meeting of creditors later that
day. Over 99% of the votes cast at each of the shareholder's meeting and the
creditor's meeting were in favour of the settlement agreement and plan of
arrangement. The settlement agreement, as amended, and the plan of
arrangement, received the approval of the Court of Queen's Bench of Alberta on
August 27, 2001. Completion of the settlement agreement and the plan of
arrangement remains conditional upon a number of factors, including approval
by the courts in Ontario and Texas.
The Company also announced that shareholders at the special meeting held
on August 23, 2001 approved, inter alia, resolutions to change the name of the
Company to 'Sasamat Capital Corporation', adopt new bylaws, consolidate the
Company's common shares on the basis of one new common share for each ten
common shares now outstanding, adopt a revised shareholder rights plan
agreement, adopt a stock option plan, reduce the Company's share capital and
deficit accounts, change the location of the registered office and change the
Company's auditors to Davidson and Company.
Bresea is a defendant in a number of active proceedings asserting in
aggregate in excess of $3 billion worth of claims against Bresea and other
parties. The claims are principally made by past and present shareholders of
Bresea and Bre-X Minerals Ltd. ("Bre-X") who had allegedly suffered losses as
a result of a decline in Bresea's and Bre-X's share price. Bresea denies any
wrongdoing and has been vigorously defending these alleged claims. The
settlement agreement and the related plan of arrangement would effectively
settle all of the claims against the Company.
Some of the parties to the settlement agreement had taken the position
that the January 22, 2001 amendment to the agreement was conditional and never
came into effect and that the original settlement agreement had expired. The
Company was seeking a declaration from the Court of Queen's Bench in Alberta
confirming that the settlement agreement as amended was still in effect. It
has now been agreed by all parties that the settlement agreement as amended on
January 22, 2001 is in effect, and that the agreement will be further amended
to, among other things, increase the amount of the settlement payment by
Bresea from $6 million to $9 million, provide for the transfer of 8 million
common shares of Bresea held by the Trustee of Bre-X Minerals to Bresea for
cancellation, and extend the deadline for satisfaction of all conditions
precedent to the agreement to December 31, 2001.
Michael J. Smith, President of Bresea, commented, "We would like to thank
shareholders for the overwhelming support given to the Company at the August
23 shareholder's meeting. With the court approval of the settlement agreement
and the plan of arrangement, we have taken a major step towards distancing
Bresea from its past problems and positioning the Company to pursue new
opportunities. Instead of continuing to engage in expensive and complicated
litigation, the Company can now focus on activities to bring value to
shareholders, such as obtaining a stock market listing of Bresea's common
shares and implementing a new business plan. We thank shareholders for their
continued support."
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