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The deadline to submit a claim for compensation from the Poseidon Concepts Corp. settlement fund has passed. For further information, please visit the following website:

https://www.poseidonclassactionsettlement.com/

All inquiries related to the claims process may be directed to the Claims Administrator:

Poseidon Concepts Corp. Securities Litigation Claims Administrator
c/o Epiq Class Action Services Canada Inc
Les services d’actions collectives Epiq Canada
E-mail: [email protected]
Tel.: 1-855-745-7334

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Siskinds LLP represents the plaintiffs in proposed class actions filed in the Ontario Superior Court of Justice, Alberta Court of Queen’s Bench and Quebec Superior Court against Poseidon Concepts Corp. (“Poseidon”) and certain of its current or former officers and directors. In Alberta, Siskinds is co-counsel with the Calgary-based law firm of Jensen Shawa Solomon Duguid Hawkes LLP. The proceedings in the Quebec Superior Court have been brought by Siskinds Desmeules, Siskinds’ Quebec affiliate law firm.

The proceedings are brought on behalf of all persons who acquired common shares or other securities of Poseidon on or prior to February 14, 2013, whether in a prospectus offering or in the secondary market, other than certain excluded persons and entities associated with the defendants.

The class action plaintiffs allege that, among other things, the defendants made statements that were materially false and misleading regarding Poseidon’s financial position, financial performance and cash flows, overstated the company’s revenue and income and reported inflated assets.

On February 14, 2013, Poseidon disclosed that an investigation conducted by a Special Committee of its Board of Directors into the matters arising out of its accounts receivable situation had resulted in a preliminary determination that, among other things, certain of the company’s purported $148 million revenue booked during the first nine months of 2012 should not have been recognized and should not have been recorded as accounts receivable and that, as a result, the company would restate its financial statements relating to that period.

Also on February 14, 2013, the Alberta Securities Commission issued a cease trade order prohibiting all trading in Poseidon’s securities until such time that the order is revoked or varied.

In April 2013, Poseidon filed for insolvency proceedings under the Companies’ Creditors Arrangement Act in the Alberta Court of Queen’s Bench. Poseidon’s common shares were delisted from the Toronto Stock Exchange in May 2013.

Update concerning the Class Action commenced against Poseidon Concepts Corp.

Global Settlement with All of the Defendants in Poseidon Class Actions

October 22, 2018: The Alberta Court of Queen's Bench has approved the distribution of the proceeds of the Global Settlement reached within an Amended Plan of Compromise and Arrangement in the insolvency proceedings commenced by Poseidon. In order to claim compensation from the settlement fund, Poseidon shareholders must complete a Claim Form and submit it to the Court-appointed settlement administrators, Epiq Class Action Services Canada, by no later than February 7, 2019. For more information, visit www.poseidonclassactionsettlement.com and the notices available below:

September 25, 2018: The Alberta Court of Queen’s Bench has approved the distribution of the proceeds of the Global Settlement and related matters. The Court-appointed Administrator, Epiq Class Action Services Canada, will issue a notice to Poseidon shareholders in the near future regarding the upcoming claims process. A copy of the Alberta Court’s Order, dated September 25, 2018, is available [here].

September 10, 2018: Representative Plaintiffs announce approval of the Global Settlement and applications for approval of the Proposed Claims and Distribution Protocol, Class Counsel fees and related matters. Subject to approval by the Alberta Court, these applications will determine the manner of use of the settlement funds and the distribution of the settlement funds net of legal fees and expenses amongst eligible shareholders of Poseidon. For more information, consult the notice available below:

September 6, 2018: The Monitor has filed with the Alberta Court of Queen’s Bench a Certificate of Implementation which certifies that the Amended Plan of Compromise and Arrangement and Global Settlement have become final and are implemented in accordance with their terms.

July 27, 2018: By Order dated July 27, 2018, the United States District Court for the Southern District of New York dismissed the pending proposed class actions. The Global Settlement currently remains subject to certain usual preconditions. After the Global Settlement has been implemented, a notice will be issued to shareholders with details regarding next steps.

July 23, 2018: By Orders dated July 23, 2018, the Quebec Court has recognized the Amended Plan of Compromise and Arrangement and dismissed the pending class action claims in Quebec. The Global Settlement remains subject to approval of the United States District Court for the Southern District of New York.

June 15, 2018: By Orders dated June 15, 2018, the Ontario Court has recognized the Amended Plan of Compromise and Arrangement and dismissed the pending class action and other claims in Ontario. The Global Settlement continues to remain subject to approval of the Courts in Quebec and the United States.

April 23, 2018: The class action plaintiffs have reached a proposed settlement with all of the defendants in the Poseidon class actions, including Poseidon, its former directors and officers, its former auditor, its former underwriters and certain other related persons and entities (“Global Settlement”). The Global Settlement, which is subject to Court approval, supersedes the partial settlement previously announced on December 21, 2017. The Global Settlement has been reached within Poseidon’s insolvency proceeding, and will be presented to the Alberta Court of Queen’s Bench for approval as part of an Amended Plan of Compromise and Arrangement under the Companies’ Creditors Arrangement Act.

Details regarding the Global Settlement are available in the notice to the class members, available below:

GLOBAL SETTLEMENT – Long-Form Notice to Class Members (English)
GLOBAL SETTLEMENT – Long-Form Notice to Class Members (French)

If you are an investor who acquired Poseidon’s securities on or before February 14, 2013, you may be affected by the Global Settlement. You should read the notice carefully as it may affect your rights. If you wish to object to the settlement, you may submit the Objection Form included in the notice to class members by no later than May 3, 2018 at noon Calgary Time. If you do not wish to object to the settlement, you are not required to do anything at this time.

May 4, 2018: The Amended Plan of Compromise and Arrangement and the Global Settlement were approved by the Alberta Court of Queen's Bench presiding over Poseidon's insolvency proceedings. These documents remain subject to recognition by the Courts in Ontario, Quebec and the United States before the Global Settlement becomes final and can be implemented.

Proceedings against the Underwriters

In late-January 2012, Poseidon distributed to the public 6,347,000 common shares at a price of $13.00 per share. Certain financial institutions, led by National Bank Financial Inc., acted as the underwriters in that offering.

On February 20, 2013, Siskinds LLP commenced a proposed class action in the Ontario Superior Court of Justice against the underwriters that acted in connection with Poseidon’s January 2012 share offering on behalf of all persons and entities that bought Poseidon’s shares in that offering. In this action, among other claims, the plaintiff alleges that the prospectus that was issued in connection with that offering did not disclose all material facts relating to Poseidon, and that it contained other material misrepresentations.

Proceedings against National Bank of Canada and National Bank Financial Inc.

In February 2013 and July 2014, proceedings were commenced against National Bank of Canada and National Bank Financial Inc., respectively. These proceedings have been brought in the Ontario Superior Court of Justice and the Quebec Superior Court, alleging that National Bank of Canada and National Bank Financial Inc. influenced the release of certain of Poseidon’s documents containing material misrepresentations. These proceedings have been brought on behalf of all persons and entities that acquired Poseidon’s common shares or other securities on or prior to February 14, 2013, other than certain persons and entities affiliated with the defendants.

On May 20, 2015, the Ontario Superior Court of Justice denied the plaintiff’s motion for leave under the Ontario Securities Act to proceed with the claim against National Bank of Canada. By order dated January 13, 2016, the Court of Appeal for Ontario dismissed an appeal from the order denying leave to proceed against National Bank of Canada.

In light of the Ontario Courts’ decisions dismissing the plaintiffs’ claims against National Bank of Canada, in June and July 2016, the plaintiffs discontinued their similar proceedings in Quebec and Ontario involving the National Bank entities.

ORDER
NOTICE

National Bank of Canada and National Bank Financial Inc. Class Actions
Recent Discontinuance
Notice to Potential Members (NBC and NBF)
Ordonnance désistements 29 juin 2016

Proceedings against Peyto Exploration & Development Corp. (successor to Open Range Energy Corp.)

In October 2013 and September 2014, proceedings were brought in the Alberta Court of Queen’s Bench and the Ontario Superior Court of Justice, respectively, seeking leave of court to commence an action against Peyto Exploration & Development Corp. (as successor to Open Range Energy Corp.). These proceedings allege that Open Range Energy Corp. influenced the release of certain of Poseidon’s documents containing material misrepresentations. These proceedings have been brought on behalf of all persons and entities that acquired Poseidon’s common shares or other securities on or prior to February 14, 2013, other than certain persons and entities affiliated with the defendants.

Open Range Energy Corp. (also known as New Open Range) was a successor to Poseidon’s oil and gas exploration and production business pursuant to the implementation of a plan of arrangement in November 2011. Open Range Energy Corp. was acquired by Peyto Exploration & Development Corp. in August 2012.

Proceedings against KPMG LLP

In July 2014, proceedings were commenced in the Ontario Superior Court of Justice, the Court of Queen’s Bench of Alberta and the Quebec Superior Court against Poseidon’s auditors, KPMG LLP. Among other claims, the plaintiffs in these actions allege that KPMG LLP failed to comply with applicable auditing and other professional standards in its audits and reviews of Poseidon’s financial statements, as a result of which the company’s assets, accounts receivable and revenues were materially overstated. The plaintiffs seek to represent all persons and entities that acquired Poseidon’s common shares or other securities on or prior to February 14, 2013, other than certain persons and entities affiliated with the defendants.

Notice to Potential Members (KPMG LLP)
Judgement Application for Stay Proceeding, June 29, 2016

Developments

Insolvency Proceedings

On April 9, 2013, Poseidon and certain of its affiliates (collectively, "Poseidon") obtained creditor protection under the Companies' Creditors Arrangement Act ("CCAA"). The Alberta Court of Queen’s Bench has appointed PricewaterhouseCoopers (“PwC”) as the Monitor in Poseidon’s CCAA proceedings. The information regarding Poseidon’s CCAA proceedings is made available by PwC on its website, [here], including by way of Monitor’s reports to the Court, which are made available [here]. On May 31, 2013, the Alberta Court of Queen's Bench (the "Court") made an order appointing Franz Auer, Joanna Goldsmith and Marian Lewis (the "Class Representatives") to represent the investors in Poseidon’s CCAA proceedings (the "Representation Order"). The Representation Order also appoints Jensen Shawa Solomon Duguid Hawkes LLP, Siskinds LLP, Siskinds, Demeules, S.E.N.C.R.L and Paliare Roland Rosenberg Rothstein LLP as counsel to the Class Representatives. A copy of the Representation Order is available [here]. The Representation Order was amended on December 17, 2014. By virtue of the Representation Order, the Class Representatives are authorized by the Court to take all actions within the CCAA proceedings to pursue or otherwise represent the claims and interests of all investors of Poseidon, among other things. Notices were disseminated to Poseidon’s investors in regard to the Representation Order, copies of which can be found here: [English] [French].

On March 30, 2016, the Court issued an order extending the stay of proceedings in this matter up to and including May 2, 2016. Updates can be obtained by visiting the monitor’s (Pwc) website referenced here above.

Court-Ordered Mediation within the Insolvency Proceedings

On October 11, 2013, the Court of Queen’s Bench of Alberta presiding over the CCAA proceedings rendered an order requiring certain stakeholders of Poseidon to participate in a global mediation with a view to resolve their pending claims (the “Mediation Order”). Among other persons and entities, the plaintiffs in the Alberta, Ontario and Quebec proceedings against Poseidon and its directors and officers were parties to the mediation. The mediation was held in late-April 2014 in Calgary, Alberta. The mediation was not successful. A copy of the Mediation Order can be found [here].

The CCAA Claims Process

On November 14, 2014, the Alberta Court of Queen’s Bench issued an order requiring all persons who have claims against Poseidon or its directors and officers to file claims with the Monitor by December 17, 2014. A copy of this order is available [here]. On behalf of all Poseidon investors whom the Class Representatives represent, the Class Representatives have filed claims with the Monitor with respect to the class members’ claims against Poseidon and its directors and officers. The effect of filing these claims is that the claims of the class members are identified and preserved within the CCAA proceedings.

The Class Actions against Poseidon, Its Directors and Officers and Other Defendants

As a result of the CCAA proceedings of Poseidon, the class actions against Poseidon and its directors and officers have been stayed by Order of the Alberta Court of Queen’s Bench. The class actions against other defendants, including the underwriters, National Bank, KPMG and Peyto, have not been affected by the CCAA stay of proceedings. The plaintiffs have brought a motion to consolidate the class proceedings pending in the Ontario Superior Court of Justice against these defendants, which has been adjourned due to the CCAA proceedings.

In April 2015, the plaintiff argued a motion before the Ontario Superior Court of Justice that sought the Court’s permission under Part XXIII.1 of the Ontario Securities Act to proceed with the claims against National Bank of Canada. On May 20, 2015, the Court released its decision and dismissed the motion. By order dated January 13, 2016, the Court of Appeal for Ontario dismissed an appeal from the order denying leave under Part XXIII.1 of the Ontario Securities Act to proceed against National Bank of Canada.