The applicant mining company brought an application concerning mining royalty interests subject to contractual rights of first refusal.
After the respondent corporation dissolved and distributed its royalty interests to its principal shareholder, the applicant alleged that the transfer triggered the contractual rights of first refusal contained in two agreements governing mining royalties.
The court held that the dissolution and distribution of assets constituted a “transfer,” “grant,” or other disposition within the meaning of the agreements.
The respondent’s argument that the rights were only triggered by receipt of a bona fide third‑party purchase offer was rejected.
The court declared that the rights of first refusal were breached and granted declaratory and injunctive relief preventing enforcement of the royalty obligations.
