|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
Mobile, social, Big Data, and cloud have fundamentally changed the way we live. “Anytime, anywhere” access to data and information is no longer a luxury; it’s a requirement, in both our personal and professional lives. For IT organizations, this means pressure has never been greater to deliver meaningful services to the business and customers.
Aug. 3, 2015 11:30 PM EDT Reads: 250
"We've just seen a huge influx of new partners coming into our ecosystem, and partners building unique offerings on top of our API set," explained Seth Bostock, Chief Executive Officer at IndependenceIT, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
Aug. 3, 2015 11:00 PM EDT Reads: 694
In a recent research, analyst firm IDC found that the average cost of a critical application failure is $500,000 to $1 million per hour and the average total cost of unplanned application downtime is $1.25 billion to $2.5 billion per year for Fortune 1000 companies. In addition to the findings on the cost of the downtime, the research also highlighted best practices for development, testing, application support, infrastructure, and operations teams.
Aug. 3, 2015 10:45 PM EDT Reads: 220
SYS-CON Events announced today that HPM Networks will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. For 20 years, HPM Networks has been integrating technology solutions that solve complex business challenges. HPM Networks has designed solutions for both SMB and enterprise customers throughout the San Francisco Bay Area.
Aug. 3, 2015 06:45 PM EDT Reads: 537
Learn how you can use the CoSN SEND II Decision Tree for Education Technology to make sure that your K–12 technology initiatives create a more engaging learning experience that empowers students, teachers, and administrators alike.
Aug. 3, 2015 05:45 PM EDT
Container technology is sending shock waves through the world of cloud computing. Heralded as the 'next big thing,' containers provide software owners a consistent way to package their software and dependencies while infrastructure operators benefit from a standard way to deploy and run them. Containers present new challenges for tracking usage due to their dynamic nature. They can also be deployed to bare metal, virtual machines and various cloud platforms. How do software owners track the usag...
Aug. 3, 2015 04:00 PM EDT Reads: 278
As Marc Andreessen says software is eating the world. Everything is rapidly moving toward being software-defined – from our phones and cars through our washing machines to the datacenter. However, there are larger challenges when implementing software defined on a larger scale - when building software defined infrastructure. In his session at 16th Cloud Expo, Boyan Ivanov, CEO of StorPool, provided some practical insights on what, how and why when implementing "software-defined" in the datacent...
Aug. 3, 2015 03:45 PM EDT
As organizations shift towards IT-as-a-service models, the need for managing and protecting data residing across physical, virtual, and now cloud environments grows with it. CommVault can ensure protection and E-Discovery of your data – whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise. In his session at 17th Cloud Expo, Randy De Meno, Chief Technologist - Windows Products and Microsoft Partnerships at Com...
Aug. 3, 2015 03:30 PM EDT
SYS-CON Events announced today that VividCortex, the monitoring solution for the modern data system, will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. The database is the heart of most applications, but it’s also the part that’s hardest to scale, monitor, and optimize even as it’s growing 50% year over year. VividCortex is the first unified suite of database monitoring tools specifically desi...
Aug. 3, 2015 03:15 PM EDT
The Software Defined Data Center (SDDC), which enables organizations to seamlessly run in a hybrid cloud model (public + private cloud), is here to stay. IDC estimates that the software-defined networking market will be valued at $3.7 billion by 2016. Security is a key component and benefit of the SDDC, and offers an opportunity to build security 'from the ground up' and weave it into the environment from day one. In his session at 16th Cloud Expo, Reuven Harrison, CTO and Co-Founder of Tufin,...
Aug. 3, 2015 03:00 PM EDT Reads: 561
In their session at 17th Cloud Expo, Hal Schwartz, CEO of Secure Infrastructure & Services (SIAS), and Chuck Paolillo, CTO of Secure Infrastructure & Services (SIAS), provide a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. In his role as CEO of Secure Infrastructure & Services (SIAS), Hal Schwartz provides leadership and direction for the company.
Aug. 3, 2015 12:30 PM EDT Reads: 209
SYS-CON Events announced today that MobiDev, a software development company, will exhibit at the 17th International Cloud Expo®, which will take place November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software development company with representative offices in Atlanta (US), Sheffield (UK) and Würzburg (Germany); and development centers in Ukraine. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobi...
Aug. 3, 2015 09:45 AM EDT Reads: 369
There are many considerations when moving applications from on-premise to cloud. It is critical to understand the benefits and also challenges of this migration. A successful migration will result in lower Total Cost of Ownership, yet offer the same or higher level of robustness. In his session at 15th Cloud Expo, Michael Meiner, an Engineering Director at Oracle, Corporation, analyzed a range of cloud offerings (IaaS, PaaS, SaaS) and discussed the benefits/challenges of migrating to each offe...
Aug. 3, 2015 07:30 AM EDT Reads: 194
Digital Transformation is the ultimate goal of cloud computing and related initiatives. The phrase is certainly not a precise one, and as subject to hand-waving and distortion as any high-falutin' terminology in the world of information technology. Yet it is an excellent choice of words to describe what enterprise IT—and by extension, organizations in general—should be working to achieve. Digital Transformation means: handling all the data types being found and created in the organizat...
Aug. 2, 2015 06:00 PM EDT Reads: 1,140
Chuck Piluso presented a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. Prior to Secure Infrastructure and Services, Mr. Piluso founded North American Telecommunication Corporation, a facilities-based Competitive Local Exchange Carrier licensed by the Public Service Commission in 10 states, serving as the company's chairman and president from 1997 to 2000. Between 1990 and 1997, Mr. Piluso served as chairman & founder of International Te...
Aug. 2, 2015 04:00 PM EDT Reads: 439