Hi everyone,

I am new to posting, but not new to this board or being a UUU shareholder.

Does anyone have any expertise with Dissenting Rights? After looking at the circular, all "Registered Shareholders" have the right to dissent from the agreement as per section 190 of the Canada Business Corporations Act.

If I understand the rights correctly, providing you are the registered owner of the shares and file a Notice of Dissent properly, should the plan be approved the company has to make the Dissenting shareholders an offer.

The two downsides I see are:

1. AMZ makes an even lower offer than $2.86/sh. However, the offer is supposed to be fair based on the value the day preceeding the vote and must be accompanied by a statement showing how the value was derived.

2. They make a low ball offer and the only recourse is court which is a statutory right provided by the Canada Business Corporations Act. If if gets this far, the way I understand it is the court will do an independent value analysis and group all dissenting sharegholders together for the purposes of its decision. My question is what could the costs be to proceed to court? As well, If large institutional shareholders dissent and go to court, do small guys like me and others like me have a lot of exposure to court costs? Wil there be any securities lawyers who will take on the court action on contigency basis?

Here is part of the section that deals with this from the Management Information Circular. Go to pgs 69-71 for the whole section.

Any Dissenting Holder will be entitled, in the event that the Arrangement becomes effective, to be paid the fair value of the Dissenting Shares held by such Dissenting Holder, determined as at the close of business on the day immediately preceding the Meeting, and will not be entitled to any other payment or consideration.

Within 10 days after the approval of the Arrangement Resolution, the Purchaser is required to notify each Dissenting Holder that the Arrangement Resolution has been approved. Such notice is however not required to be sent to a Registered Shareholder who voted for the Arrangement Resolution or who has withdrawn a Dissent Notice previously filed.


A Dissenting Holder must, within 20 days after the Dissenting Holder receives notice that the Arrangement
Resolution has been approved or, if the Dissenting Holder does not receive such notice, within 20 days after the Dissenting Holder learns that the Arrangement Resolution has been approved, send a Demand for Payment. Within 30 days after sending a Demand for Payment, the Dissenting Holder must send to the Purchaser, Attention: Corporate Secretary, at its registered office located at 333 Bay Street, Suite 1710, Bay Adelaide Centre, Toronto, Ontario, M5H 2R2 the certificates representing the Dissenting Shares. A Dissenting Holder who fails to send the certificates representing the Dissenting Shares forfeits his or her right to make a claim under section 190 of the CBCA.

No later than seven days after the later of the Effective Date and the date on which, as applicable, a Demand for Payment of a Dissenting Holder is received, the Purchaser must send to each Dissenting Holder who has sent a Demand for Payment a written offer (an “Offer to Pay”) for its Dissenting Shares in an amount considered by the board of the Purchaser to be the fair value of the Dissenting Shares, accompanied by a statement showing the manner in which the fair value was determined.