Court Orders Special Meeting of Shareholders of Cathay Forest Products Corp.

TORONTO, June 21, 2012 /CNW/ - VC & Co. Incorporated ("VC&Co.") announced today that the Ontario Superior Court of Justice (Commercial List) has ordered that a special meeting (the "Meeting") of shareholders of Cathay Forest Products Corp. ("Cathay") is called and shall be held on July 30, 2012.  The decision resulted from an expedited Court application brought as a result of the failure of Cathay's three existing directors, Man Hung Chan, Hong Tat Honda Cheng and Stephen H. Miller, to call a shareholders' meeting, despite being legally required to do so.

In granting the relief sought, the Court found, among other things, that (i) the directors of Cathay were in breach of their duties to call an annual meeting of shareholders, (ii) Cathay's board does not have quorum, (iii) there were no resident Canadian directors on Cathay's board and as such the current board did not meet Canadian residency requirements, and (iv) Cathay's current directors had failed to discharge their duties under the Canada Business Corporations Act to call a special meeting of shareholders without delay.

Prior to the Court application being brought, VC&Co. had written to the current directors of Cathay on May 18, 2012 requesting that they immediately comply with their obligations to call, without delay, a special meeting of shareholders.  VC&Co. has advised Cathay's existing directors that, with the support of shareholders of Cathay owning or controlling approximately 38.5% of Cathay's outstanding shares, VC&Co. will be seeking to effect certain changes to Cathay's governance at the Meeting.

In the Court's Reasons for Decision issued on June 17, 2012, the Court called the Meeting for July 30, 2012 and set a record date for the Meeting of June 12, 2012.  The Court also ordered that the Meeting is to be held and conducted in accordance with certain directions provided by the Court as requested by the Applicant, including the appointment of an independent Chair who will preside at the Meeting.

The Court in its order also imposed restrictions on the actions that may be taken by Cathay and its directors, officers, employees and agents until a new board of directors is constituted at the Meeting on July 30, 2012.  In this regard, the Court appointed Duff & Phelps Canada Restructuring Inc. ("Duff & Phelps") to act as the Interim Manager of Cathay pending the holding of the Meeting in order to ensure that the affairs and business of Cathay are properly preserved and managed until the election of a new board at the Meeting.  The order appointing Duff & Phelps provides that it shall be automatically discharged upon the completion of the Meeting.  Pending the completion of the Meeting, Amanda Bezner at Duff & Phelps can be contacted to discuss matters related to Cathay at [phone] or [email protected].  The Court order appointing Duff & Phelps, together with other publicly available information, will be posted on the Interim Manager's website at www.duffandphelps.com/restructuringcases.

In accordance with the Court's order, formal notice of the Meeting, together with a detailed information circular outlining the changes that VC&Co. will be seeking to effect at the Meeting, will be distributed to shareholders of Cathay in the coming days.

Michael D. Woollcombe
Executive Vice-President,
VC & Co. Incorporated
416-947-1700
[email protected]