MISSISSAUGA, ONTARIO - (Marketwire - July 18, 2008) -
NOT FOR U.S. DISTRIBUTION
LES EXPLOSIFS NORDEX LTEE./NORDEX EXPLOSIVES LTD. (TSX VENTURE:NXX) (hereinafter called the "Nordex") announces that that it has received an Amended Motion to Institute Proceedings and Application For The Issuance of Orders to Rectify Acts Which Oppressive And Unfairly Prejudicial, dated July 17, 2008 (hereinafter called the "Motion"), brought in the Superior Court (Commercial Division) District of Montreal by Jacques Levesque, a shareholder of Nordex, as Plaintiff. The Motion is returnable before the Court in Montreal on August 27, 2008.
The Motion names Computershare Limited, the transfer agents for Nordex, Bruce Forth, a former director of Nordex, Timothy Peterson, John Kozak, Bruce Bent and Jules Roy, directors of Nordex, James Craig Taylor, Chief Operating Officer of Nordex and Flavio Moroso, an employee of Computershare Limited, as Defendants and Nordex Explosives Ltd. as "Mise-en-cause".
John Kozak President of Nordex stated "On behalf of the Board of Directors of the Company, we believe that the claims made by Mr. Levesque in support of the Motion are unsubstantiated and we will be vigorously opposing these proceedings. We believe the allegations made in Mr. Levesque's motion are frivolous and vexatious, and we expect that both Nordex and the individuals named as Defendants in the Motion will be seeking significant damages and costs against Mr. Levesque personally."
The Motion seeks the following remedies:
a. an oppression remedy and in the name of Nordex Explosives Ltd., a derivative action, asking the Court for an accounting to Nordex of amounts improperly received by the individual Defendants pursuant to the Nordex Profit Sharing Plan,
b. a declaration that, from and since the June 28, 2004 annual meeting of Nordex that Mr. Levesque, the Plaintiff, has been and remains a validly elected director of Nordex and entitled to all the information and authority of directors and subject to the responsibilities of directors, more particularly:
(i) an order vitiating and setting aside the results of the May 18, 2006 annual and special meetings of Nordex and directing that the issues there presented be brought before a special meeting of shareholders of Nordex as soon as reasonable practicable;
(ii) an order declaring null and void and of no force and effect the Nordex Profit Sharing Plan and required all persons having received money thereunder to account therefore and disgorge the same to Nordex.
c. an award in pecuniary damages in the amount of $40,000 for loss of salary since May, 2005 and compensation for the time and legal expenses incurred in bringing this matter to justice, in an amount of $200,000, including extra-judicial costs;
d. an award in damages in the amount of $60,000 for the humiliation of the Plaintiff suffered as a result of his illegal exclusion from the board of directors of Nordex and the negative impact on his reputation since May 2005;
e. such other relevant order or award as the Court may deem fit.
At the Annual and Special Meeting of Shareholders of Nordex held on May 20, 2005, Timothy Peterson, Bruce Forth, John Kozak and Jules Roy were elected to the Board of Directors of Nordex. Although Mr. Levesque was nominated for election to the Board of Directors, he was not elected, as a majority of the votes cast voted against Mr. Levesque being on the Board of Directors.
During the fiscal year ending December 31, 2005, the Board of Directors approved a Profit Sharing Plan (the "PSP") for the employees, management and directors of Nordex. The PSP applied to the fiscal years ending December 31, 2006 and 2007 but not beyond these years.
At the Annual and Special Meeting of Shareholders of Nordex held on May 19, 2006 Timothy Peterson, Bruce Forth, John Kozak and Jules Roy were re-elected to the Board of Directors of Nordex, and Mr. Bruce Bent was elected as a new Director. At the meeting, Mr. Levesque was nominated for election to the Board of Directors but was not elected to the Board of Directors.
At the Annual and Special Meeting of Shareholders, held on May 17, 2007, Timothy Peterson, John Kozak, Bruce Forth, Jules Roy and Bruce Bent were elected to the Board of Directors.
At the Annual and Special Meeting of Shareholders, held on May 8, 2008, Timothy Peterson, John Kozak, Bruce Bent, John Huxley and Jules Roy were elected to the Board of Directors.
On January 30, 2007, Nordex issued a press release (the "January 2007 Press Release") announcing that it was served with a Motion to Institute Proceedings, dated January 29, 2007 (the "January 2007 Motion") brought in the Superior Court District of Montreal by Mr. Levesque, as Plaintiff. The January 2007 Motion sought an order from the Court to cancel and annul the Nordex Profit Sharing Plan other than with respect to production employees, and an order that the 5% of benefits contemplated by the PSP for the full time production employees be retained and made available exclusively for the benefit of employees of Nordex who were actively engaged in its business activities on a full time basis.
The January 2007 Press Release advised that the Board of Directors of Nordex on January 25, 2007, approved certain modifications to the PSP for the 2007 fiscal year, and the terms of the amended PSP were included with that Press Release.
On May 18, 2007, Nordex issued a press release (the "May 2007 Press Release") announcing that the PSP would be terminated retroactively to January 1, 2007.
On December 7, 2007 Nordex issued a press release announcing that it been advised by its legal counsel in Quebec that the January 2007 Motion commenced by Mr. Levesque had been deemed to have been discontinued as Mr. Levesque failed to inscribe the action within the time limits required by the law and by the Court.
Forward-Looking Statements -
This press release contains forward-looking statements based on current expectations. These forward-looking statements contain various risks and uncertainties which could cause actual results to differ materially from those reflected in the forward-looking statements. Risks and uncertainties about Nordex's business are more fully disclosed in the disclosure materials, financial statements and MD& A filed with the securities regulatory authorities in Canada on www.sedar.com.
ABOUT NORDEX EXPLOSIVES: LES EXPLOSIFS NORDEX LTEE./NORDEX EXPLOSIVES LTD. (TSX VENTURE:NXX) is a manufacturer and distributor of explosives for the mining, quarry and road construction industries since 1970. Its manufacturing operations and distribution centre is strategically located in one of the world's largest mining regions near Kirkland Lake, Ontario.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Email: BFORTH@LFALAW.COM
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