CALGARY, Aug. 16, 2019 /CNW/ - (TSX:PMT) -
Perpetual Energy Inc. ("Perpetual" or the "Company") is pleased to
announce that the Alberta Court of
Queen's Bench (the "Court") has dismissed and struck all but one of
the claims filed by PriceWaterhouseCoopers Inc. LIT ("PWC"), in its
capacity as trustee in bankruptcy of Sequoia Resources Corp.
("Sequoia") against Perpetual and Sue
Riddell Rose, the Company's President and Chief Executive
Officer ("Ms. Rose"). These claims relate to a transaction that
involved the sale by Perpetual of legacy shallow gas properties in
October 2016 to an arm's length third
party purchaser after an extensive and lengthy marketing, due
diligence and negotiation process.
Consistent with the position advanced from the outset by
Perpetual and Ms. Rose, the Court ruled in favour of Perpetual and
Ms. Rose and struck PWC's oppression claim and claim for relief on
the grounds of public policy, statutory illegality and equitable
rescission. The Court also stated that no claim could be made
personally against Ms. Rose in any manner whatsoever. Moreover, the
Court reiterated that at all times Ms. Rose appropriately
discharged her fiduciary duties in connection with this
transaction.
Despite referring several times to this transaction as one of
"arm's length" in the decision, the Court did not find that the
test for summary dismissal relating to whether the transaction was
an arm's length transfer for purposes of section 96(1) of the
Bankruptcy and Insolvency Act (the "BIA") was met, on the
balance of probabilities. Accordingly, the BIA claim was not
dismissed or struck and only that part of the claim can continue
against Perpetual only. Notwithstanding that one of the claims
remains, Perpetual continues to be of the view that the claim is
completely opportunistic by PWC and entirely without merit and will
continue to vigorously defend itself against it. The Company
remains highly confident that it will be completely successful in
defending this outstanding part of the claim and is evaluating all
of its options in this regard including a potential appeal and
seeking substantial costs against PWC.
The transcript of this decision and the written reasons for the
decision, when issued, will be posted to the Company's website at
www.perpetualenergyinc.com once available from the Court.
Further information can be obtained by reviewing the public court
documents that pertain to the action number 1801-10960, as filed
with the Court, Calgary Judicial Centre.
About Perpetual
Perpetual is an oil and natural gas exploration, production and
marketing company headquartered in Calgary, Alberta. Perpetual operates a
diversified asset portfolio, including liquids-rich natural gas
assets in the deep basin of west central Alberta, heavy oil and shallow natural gas in
eastern Alberta, with longer term
opportunities through undeveloped oil sands leases in northern
Alberta. Additional information on
Perpetual can be accessed at www.sedar.com or from the
Corporation's website at www.perpetualenergyinc.com.
The Toronto Stock Exchange has neither approved nor disapproved
the information contained herein.
Forward-Looking Information
Certain information regarding Perpetual in this news release
including management's assessment of future plans and operations
may constitute forward-looking information or statements under
applicable securities laws. The forward looking information
includes, without limitation, statements made with respect to the
Company's ability to successful defend itself with respect to
ongoing litigation and the potential course of actions that can be
taken in doing so. Various assumptions were used in drawing the
conclusions or making the forecasts and projections contained in
the forward-looking information contained in this news release,
which assumptions are based on management's analysis of historical
trends, experience, current conditions and expected future
developments pertaining to Perpetual and the industry in which it
operates as well as certain assumptions regarding the matters
outlined above. Forward-looking information is based on current
expectations, estimates and projections that involve a number of
risks, which could cause actual results to vary and, in some
instances, to differ materially from those anticipated by Perpetual
and described in the forward-looking information contained in this
news release. Undue reliance should not be placed on
forward-looking information, which is not a guarantee of
performance and is subject to a number of risks or uncertainties,
including without limitation those described under "Risk Factors"
in Perpetual's Annual Information Form and MD&A for the year
ended December 31, 2018 and those
included in other reports on file with Canadian securities
regulatory authorities which may be accessed through the SEDAR
website (www.sedar.com) and at Perpetual's website
(www.perpetualenergyinc.com). In addition, defence costs of
legal claims can be substantial, even with respect to claims that
have no merit and due to the inherent uncertainty of the litigation
process, the resolution of the legal proceeding to which the
Company has become subject could have a material effect on the
Company's financial position and results of operations. Readers are
cautioned that the foregoing list of risk factors is not
exhaustive. Forward-looking information is based on the estimates
and opinions of Perpetual's management at the time the information
is released, and Perpetual disclaims any intent or obligation to
update publicly any such forward-looking information, whether as a
result of new information, future events or otherwise, other than
as expressly required by applicable securities law.
SOURCE Perpetual Energy Inc.