(TheNewswire)
Calgary, Alberta – TheNewswire - June 25, 2024 . Guardian ExplorationInc. (TSXV: GX) (OTCQB: GXUSF) (Frankfurt: R6B) (“ Guardian ”) announces that it has filed aStatement of Claim with the Court of King’s Bench of Alberta againstSite Exploration Mining Company (“ SEMC ”), DavidRansom and Cameron Petricevic (the “ Defendants ”).
The Statement of Claim is in reference to a letter ofintent (the “LOI”) for a proposed acquisition of SEMC by Guardian(the “ LOI ”) originally announced on December 5, 2023 (the“ Transaction ”).
During the due diligence process, it was discoveredthat SEMC was in default of its corporate filings and payment ofannual fees, such that it was no longer a valid corporation in theKingdom of Saudi Arabia. As a result, the timeframe to close theproposed transaction was not extended and the Transaction was notcompleted.
The Statement of Claim seeks damages from theDefendants with respect to the following allegations:
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The Defendants made misrepresentations to Guardian thatwere inaccurate, untrue, misleading or false, either knowingly orrecklessly, to induce Guardian to execute the LOI.
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SEMC breached the binding obligations of the LOI byinter alia:
a) making inaccurate, untrue, ormisleading statements throughout the Due Diligence Period, inparticular with respect to the legal status of SEMC;
b) failing to provide materialinformation to Guardian during the Due Diligence Period;
c) failing to disclose that SEMCwas not in good standing, or in the alternative failing to takereasonable steps to maintain SEMC in good standing, by failing toattend to their corporate filings or pay their annual dues;
d) failing to take reasonablecommercial efforts to complete the Transaction;
e) inducing or attempting toinduce another person to initiate a shareholder proposal, acquisition,or any other form of transaction inconsistent with completion of theTransaction;
f) failing to act in good faithin the performance of their contractual obligations under the LOI;
g) failing to act honestly in theperformance of their contractual obligations under the LOI: and
h) Such further and otherbreaches as may be proven at a trial of this action.
Guardian is seeking the following remedies jointly andseverally against the Defendants:
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General damages in the amount of $50,000, or an amountto be proven at trial;
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Specific damages for travel expenses, professionalfees, and administrative costs in the amount of $150,000, or an amountto be proven at trial;
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Pre-judgment and post-judgment interest in accordancewith the provisions of the Judgment Interest Act, R.S.A. 2000,c.J-1;
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Costs of the action; and
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Such further and other relief as the Court may seemjust.
None of the above allegations have been proven incourt.
About Guardian ExplorationInc.
Guardian is a TSXV listed company (TSXV: GX) (OTCQB:GXUSF) (Frankfurt: R6B) in the business of oil and gas as well asmineral exploration and development. Guardian’s first prospect isthe Mount Cameron Property located in the Yukon’s Mayo MiningDistrict. Guardian also holds mineral claims located on southernDall Island, Southeast Alaska, USA, known as the Kaigani claims, whichit acquired in February 2022.
FOR FURTHER INFORMATION, PLEASECONTACT:
Graydon Kowal
President and CEO
(403) 730-6333
Neither the TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKINGINFORMATION: This news release includes certain “forward-lookingstatements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to,statements with respect to the possible approval of the TSX VentureExchange for the transaction, the completion of financing, theapproval or rejection of licenses and prospects and the payment ofContingent Consideration. Forward-looking statements are necessarilybased upon a number of estimates and assumptions that, whileconsidered reasonable, are subject to known and unknown risks,uncertainties, and other factors which may cause the actual resultsand future events to differ materially from those expressed or impliedby such forward-looking statements. Such factors include but are notlimited to: operational matters, historical trends, current conditionsand expected future developments, access to financing as well as otherconsiderations that are believed to be appropriate in thecircumstances. There can be no assurance that such statements willprove to be accurate, as actual results and future events could differmaterially from those anticipated in such statements. Accordingly,readers should not place undue reliance on forward-looking statements. The Corporation disclaims any intention or obligation to update orrevise any forward-looking statements, whether as a result of newinformation, future events or otherwise, except as required bylaw.
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