|By Marketwired .||
|June 17, 2014 12:43 AM EDT||
RICHMOND HILL, ONTARIO -- (Marketwired) -- 06/17/14 -- MBMI RESOURCES INC. ("MBMI") (TSX VENTURE: MBR) announces that:
1. The Third Division of the Supreme Court in the Republic of the Philippines has recently issued a decision dated April 21, 2014 in G.R. No. 199580 (the "Decision").
The background of the case is as follows: On January 2, 2007, Redmont Consolidated Mines Corporation ("Redmont") filed with the Panel of Arbitrators ("POA") verified petitions against the applications for Mineral Production Sharing Agreements ("MPSAs") and Exploration Permits Applications ("EPs") of Narra Nickel Mining and Development Corporation ("Narra Nickel"), McArthur Mining Inc. ("McArthur Mining") and Tesoro Mining and Development Corporation ("Tesoro Mining"; collectively, the "Operating Companies"). Redmont asserted that the Operating Companies are supposedly not qualified to engage in mining activities because they are 100% owned by MBMI Resources, Inc., a Canadian corporation. During this time, Redmont had already applied for an exploration permit in the same area covered by the Operating Companies' MPSA applications.
On December 14, 2007, the POA rendered its Resolution where it disqualified the Operating Companies for being foreign corporations and declared null and void the MPSA granted to them. The POA gave due course to Redmont's application for exploration permit.
The Operating Companies filed their Motion for Reconsideration, which the POA denied in its February 7, 2008 Order. They then filed an appeal with the Mines Adjudication Board ("MAB") which, in turn, reversed and set aside the December 14, 2007 Order of the POA.
The MAB ruled, among others, that the POA had no jurisdiction because the issue on the nationality of a corporation and its qualification to apply for an MPSA is not among the disputes within the POA's powers, and it is the Securities and Exchange Commission ("SEC") which has the jurisdiction to determine a corporation's nationality.
Redmont's Motion for Reconsideration of the MAB Order was denied. Thus, Redmont filed an appeal with the Court of Appeals, docketed as CA-G.R. SP. No. 109703.
In its Decision dated October 1, 2010, the Court of Appeals upheld the ruling of the POA rejecting the Operating Companies' MPSA applications, and ruled as follows:
Wherefore, the Petition is PARTIALLY GRANTED. The assailed Orders, dated September 10, 2008 and July 1, 2009 of the Mining Adjudication Board are reversed and set aside. The findings of the Panel of Arbitrators of the Department of Environment and Natural Resources that respondents McArthur, Tesoro and Narra are foreign corporations is upheld and, therefore, the rejection of their applications for Mineral Production Sharing Agreement should be recommended to the Secretary of the DENR. With respect to the applications of respondents McArthur, Tesoro and Narra for Financial or Technical Assistance Agreement (FTAA) or conversion of their MPSA applications to FTAA, the matter for its rejection or approval is left for determination by the Secretary of the DENR and the President of the Republic of the Philippines.
The Operating Companies moved for the reconsideration of the Court of Appeals' decision, pointing out that the case had already been rendered moot as a result of the execution of the Financial and Technical Assistance Agreement ("FTAA") between them and the Republic of the Philippines on April 12, 2010. (The Operating Companies converted their applications for MPSAs and EPs into an FTAA application, and the latter was granted by the Government. Moreover, under Philippine law, the Government may enter into FTAAs with wholly foreign-owned companies.)
In a Resolution dated February 15, 2011, the Court of Appeals denied the Operating Companies' motion for reconsideration.
Subsequently, the Operating Companies filed their petition for review with the Supreme Court, docketed as G.R. No. 199580, where they argued that:
(1) the POA had no jurisdiction to determine their nationalities, as such jurisdiction was vested in the SEC; (2) they are, and have always been, Philippine nationals because 60% of their outstanding capital stock was owned by the Holding Companies (i.e., Sara Marie Mining, Inc., Patricia Louise Mining and Development Corporation, and Madrilejos Mining Corporation), which were themselves 60% Philippine-owned; and (3) the case has become moot with the execution of the FTAA.
Subsequently, the Operating Companies manifested that their Holding Companies had become 100% Philippine-owned, with the sale of the Canadian/foreign equity (previously held by MBMI Resources, Inc.) at that level to DMCI Mining Corporation ("DMCI") in October 2012. Thus, this was a further reason to consider the nationality issue moot.
In a November 27, 2013 Resolution, the Supreme Court ordered the consolidation of SC GR. No. 205513 (the SEC case initiated by Redmont) with this case.
Subsequently, the Operating Companies filed another Manifestation dated April 4, 2014 disclosing that DMCI had also acquired MBMI's interests/equity in the Operating Companies.
In its Decision dated April 21, 2014, the Supreme Court denied the Operating Companies' petition for review on the following grounds:
(1) the case is not moot and academic; (2) the conversion of the Operating Companies' MPSA applications to FTAA applications is suspicious, improper and not in accord with the law; (3) applying the Grandfather Rule, the Operating Companies are foreign corporations disqualified from holding MPSA applications; (4) the POA has jurisdiction to determine the nationalities of the Operating Companies; and (5) the sale/transfer of MBMI's shares to DMCI is immaterial to the present case because this is not in issue and is already being tackled in the SC GR. No. 202877 (i.e., the FTAA Case).
On April 21, 2014, the Supreme Court resolved to deconsolidate this case and the SEC Case considering that both cases involve different causes of action.
The Operating Companies filed their Motion for Reconsideration on June 5, 2014 seeking the reversal of the Decision. Their grounds for reconsideration are:
(1) The Decision casts all sorts of aspersions on the Operating Companies and accuses them of bad faith/ill motives. However, those aspersions and accusations are all legally and factually baseless. They cannot overcome the fundamental presumption of good faith in the Operating Companies' favor. A. The Operating Companies' actions (e.g., the conversion of their MPSA applications to an FTAA application) and corporate structures are regular, valid, and expressly allowed by law. B. The Decision readily but baselessly accuses the Operating Companies of bad faith, but is itself unfair to them. Moreover, the Decision inexplicably does not even castigate or censure Redmont for its blatant, willful, and deliberate forum shopping. The Decision erred when it did not dismiss Redmont's cases precisely due to its forum shopping. (2) The Decision's insistence on the Grandfather Rule is erroneous and unjustified. A. The Grandfather Rule has no basis or support in the Constitution. The Constitution only requires that a corporation engaged in a nationalized and/or partially nationalized activity be at least 60% Philippine-owned. B. The Grandfather Rule has no statutory basis or support. The Foreign Investments Act (Republic Act No. 7042, as amended) and the Mining Act also only require the corporation engaged in a nationalized and/or partially nationalized activity to be at least 60% Philippine-owned. C. The 1967 SEC Rule cited in the Assailed Decision expressly states that the Grandfather Rule will only apply if the percentage of Philippine ownership in the corporation is less than 60% (which was not the case here). The Decision's insistence on the Grandfather Rule and espousal of nebulous, undefined grounds for its application can only lead to uncertainty and erosion of investor confidence. (3) The Decision erred in stretching the application of Rule 130, Section 29 of the Rules of Court (the res inter alios acta rule) to joint venturers. (4) The POA has no jurisdiction over the issue of the Operating Companies' nationalities. The Decision erred in ruling otherwise. 2. MBMI received the Downpayment under the Second Agreement with its Philippine Partner
As disclosed in the press release dated March 24, 2014, MBMI has agreed to transfer all of its interest in the DevCos to DMCI. MBMI is pleased to announce that it has received the Downpayment of $750,000.00 from DMCI pursuant to the Agreement signed by MBMI and DMCI for the transfer of the DevCo Shares. (For further information regarding that transaction, please see the Company's press release of March 24, 2014.)
3. MBMI Philippines sells heavy equipment in Philippines
On May 12, 2014, MBMI's affiliate in the Philippines, MBMI Resources Philippines ("MBMI Philippines"), entered into a Deed of Absolute Sale with Ivy Michelle Trading and Construction for the sale of thirteen (13) units of heavy equipment. The consideration of Nine Million Two Hundred Thousand Pesos (9,200,000.00) for the sale has been received in full by MBMI Philippines.
For further information relating to MBMI or this release, please refer to MBMI's website at www.mbmiresources.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
The foregoing information may contain forward-looking statements relating to the future performance of MBMI Resources Inc. Forward-looking statements, specifically those concerning future performance, are subject to certain risks and uncertainties, and actual results may differ materially from MBMI's plans and expectations. These plans, expectations, risks and uncertainties are detailed herein and from time to time in the filings made by MBMI with the TSX Venture Exchange and securities regulators. MBMI Resources Inc. does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
President and CEO
As enterprises work to take advantage of Big Data technologies, they frequently become distracted by product-level decisions. In most new Big Data builds this approach is completely counter-productive: it presupposes tools that may not be a fit for development teams, forces IT to take on the burden of evaluating and maintaining unfamiliar technology, and represents a major up-front expense. In his session at @BigDataExpo at @ThingsExpo, Andrew Warfield, CTO and Co-Founder of Coho Data, will dis...
Feb. 6, 2016 07:15 PM EST
SYS-CON Events announced today that Fusion, a leading provider of cloud services, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Fusion, a leading provider of integrated cloud solutions to small, medium and large businesses, is the industry's single source for the cloud. Fusion's advanced, proprietary cloud service platform enables the integration of leading edge solutions in the cloud, including clou...
Feb. 6, 2016 03:30 PM EST Reads: 703
As someone who has been dedicated to automation and Application Release Automation (ARA) technology for almost six years now, one of the most common questions I get asked regards Platform-as-a-Service (PaaS). Specifically, people want to know whether release automation is still needed when a PaaS is in place, and why. Isn't that what a PaaS provides? A solution to the deployment and runtime challenges of an application? Why would anyone using a PaaS then need an automation engine with workflow ...
Feb. 6, 2016 03:30 PM EST
With the Apple Watch making its way onto wrists all over the world, it’s only a matter of time before it becomes a staple in the workplace. In fact, Forrester reported that 68 percent of technology and business decision-makers characterize wearables as a top priority for 2015. Recognizing their business value early on, FinancialForce.com was the first to bring ERP to wearables, helping streamline communication across front and back office functions. In his session at @ThingsExpo, Kevin Roberts...
Feb. 6, 2016 03:15 PM EST Reads: 322
SYS-CON Events announced today that Commvault, a global leader in enterprise data protection and information management, has been named “Bronze Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Commvault is a leading provider of data protection and information management...
Feb. 6, 2016 02:30 PM EST Reads: 350
Your business relies on your applications and your employees to stay in business. Whether you develop apps or manage business critical apps that help fuel your business, what happens when users experience sluggish performance? You and all technical teams across the organization – application, network, operations, among others, as well as, those outside the organization, like ISPs and third-party providers – are called in to solve the problem.
Feb. 6, 2016 02:00 PM EST Reads: 679
SYS-CON Events announced today that Alert Logic, Inc., the leading provider of Security-as-a-Service solutions for the cloud, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Alert Logic, Inc., provides Security-as-a-Service for on-premises, cloud, and hybrid infrastructures, delivering deep security insight and continuous protection for customers at a lower cost than traditional security solutions. Ful...
Feb. 6, 2016 01:30 PM EST Reads: 338
@DevOpsSummit taking place June 7-9, 2016 at Javits Center, New York City, and Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 18th International @CloudExpo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. @DevOpsSummit at Cloud Expo New York Call for Papers is now open.
Feb. 6, 2016 01:15 PM EST Reads: 510
SYS-CON Events announced today that VAI, a leading ERP software provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. VAI (Vormittag Associates, Inc.) is a leading independent mid-market ERP software developer renowned for its flexible solutions and ability to automate critical business functions for the distribution, manufacturing, specialty retail and service sectors. An IBM Premier Business Part...
Feb. 6, 2016 01:00 PM EST Reads: 536
Let’s face it, embracing new storage technologies, capabilities and upgrading to new hardware often adds complexity and increases costs. In his session at 18th Cloud Expo, Seth Oxenhorn, Vice President of Business Development & Alliances at FalconStor, will discuss how a truly heterogeneous software-defined storage approach can add value to legacy platforms and heterogeneous environments. The result reduces complexity, significantly lowers cost, and provides IT organizations with improved effi...
Feb. 6, 2016 12:00 PM EST Reads: 200
SYS-CON Events announced today that Catchpoint Systems, Inc., a provider of innovative web and infrastructure monitoring solutions, has been named “Silver Sponsor” of SYS-CON's DevOps Summit at 18th Cloud Expo New York, which will take place June 7-9, 2016, at the Javits Center in New York City, NY. Catchpoint is a leading Digital Performance Analytics company that provides unparalleled insight into customer-critical services to help consistently deliver an amazing customer experience. Designed...
Feb. 6, 2016 12:00 PM EST Reads: 316
SYS-CON Events announced today that Pythian, a global IT services company specializing in helping companies adopt disruptive technologies to optimize revenue-generating systems, has been named “Bronze Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2015 at the Javits Center in New York, New York. Founded in 1997, Pythian is a global IT services company that helps companies compete by adopting disruptive technologies such as cloud, Big Data, advanced analytics, and DevO...
Feb. 6, 2016 11:15 AM EST Reads: 130
SYS-CON Events announced today that Men & Mice, the leading global provider of DNS, DHCP and IP address management overlay solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. The Men & Mice Suite overlay solution is already known for its powerful application in heterogeneous operating environments, enabling enterprises to scale without fuss. Building on a solid range of diverse platform support,...
Feb. 6, 2016 11:15 AM EST Reads: 118
Cognitive Computing is becoming the foundation for a new generation of solutions that have the potential to transform business. Unlike traditional approaches to building solutions, a cognitive computing approach allows the data to help determine the way applications are designed. This contrasts with conventional software development that begins with defining logic based on the current way a business operates. In her session at 18th Cloud Expo, Judith S. Hurwitz, President and CEO of Hurwitz & ...
Feb. 6, 2016 11:00 AM EST Reads: 165
One of the bewildering things about DevOps is integrating the massive toolchain including the dozens of new tools that seem to crop up every year. Part of DevOps is Continuous Delivery and having a complex toolchain can add additional integration and setup to your developer environment. In his session at @DevOpsSummit at 18th Cloud Expo, Miko Matsumura, Chief Marketing Officer of Gradle Inc., will discuss which tools to use in a developer stack, how to provision the toolchain to minimize onboa...
Feb. 6, 2016 11:00 AM EST