April Engelberg

The applicants sought to vary a previous judgment regarding the valuation of BitRush shares for cancellation due to misappropriation and to obtain additional relief including a buyout of the respondents' shares or cancellation of shares for unpaid costs.

The court allowed the amendment to the share valuation, reducing it from $0.09/share to $0.005/share for the purpose of compensating BitRush for misappropriated funds, thereby increasing the number of shares to be cancelled.

The court dismissed the requests for a buyout of the respondents' remaining shares and for the cancellation of shares to satisfy the costs order, but ordered that the respondents could not vote their remaining shares until costs were paid.

The applicants sought relief under the oppression remedy provisions of the Business Corporations Act, alleging that the respondent Werner Boehm, as CEO and directing mind of MezzaCap Investments Ltd., engaged in oppressive conduct.

This included failing to secure technology rights for BitRush, misappropriating company assets (AdBit subsidiary and funds), and refusing to certify financial statements, leading to a cease trade order.

The court found Boehm's conduct oppressive, unfairly prejudicial, and in breach of fiduciary duty.

Remedies granted included declarations of oppression, orders for specific share transfers from MezzaCap Investments to Dr. Kalcher and HSRC Investments Pte.

Ltd. to rectify unfulfilled agreements, and cancellation of MezzaCap Investments' shares equivalent to misappropriated funds.

Other requested relief, such as cancellation of all remaining shares based on pre-RTO misrepresentations, was dismissed.

The respondents moved to stay or dismiss the applicants' oppression remedy application under the Business Corporations Act, challenging the Ontario court's jurisdiction and arguing *forum non conveniens*.

They also sought to set aside service and argued the application was frivolous or vexatious.

The court found Ontario had jurisdiction due to the corporation's domicile and the exclusive jurisdiction of s. 248 of the OBCA.

The *forum non conveniens* argument was rejected as no alternate forum could hear the OBCA claims.

Service was deemed proper, and the frivolous/vexatious argument was dismissed.