Ashton Mining of Canada Inc. ("Ashton") and Stornoway Diamond Corporation ("Stornoway") announce that Matthew S. Bingham, a dissenting shareholder who held approximately 0.75 % of the common shares of Ashton, commenced an action against Ashton on Wednesday, January 17, 2007 in the Supreme Court of British Columbia. In the action, which was commenced by way of Petition, Mr. Bingham asks, among other things, that the court grant an order cancelling the Certificate of Amalgamation that was issued pursuant to the Canada Business Corporations Act amalgamating Ashton with a wholly owned subsidiary of Stornoway.
The Certificate of Amalgamation was issued following the approval by Ashton's shareholders of a special resolution approving the amalgamation at the special meeting that took place on Monday, January 15. At that time, shareholders exercised votes attached to 74,240,015 of the common shares of Ashton in favour of the special resolution, representing approximately 96.5 per cent of the votes that were cast.
In accordance with section 190 of the Canada Business Corporations Act, Ashton's shareholders were entitled to dissent in respect of the amalgamation. Notices of dissent were filed in respect of less than one per cent of Ashton's 95,255,286 outstanding common shares.
Ashton and Stornoway continue to believe that all of the applicable legal and regulatory requirements for the transaction have been fulfilled, and that the amalgamation has therefore been validly completed. Consequently, Ashton and Stornoway intend to vigorously defend this action.
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