Background:

• Laferriere, after investing in SSC, dissented from a proposed reverse takeover and sought redemption of his shares.
• Dispute arose over the fair value of his shares as of the valuation date, December 5, 2023.
  • Laferriere valued his shares at $0.20 each ($400,000 total).
  • SSC valued them at $0.017 each ($34,000 total).

Legal Framework:

• Under Alberta Business Corporations Act (ABCA), dissenting shareholders are entitled to fair value compensation for their shares.
• Fair value is determined by the court, considering various valuation methods like market, net asset, or investment valuation.

Key Issues:

1. Effective Share Price in Private Placement:

   • Laferriere based his valuation on a recent private placement at $0.20 per unit.
   • SSC argued this valuation was inflated due to warrants included in the units, claiming the share value alone was between $0.02 and $0.05.

2. The Synergy Principle:

   • The court agreed with SSC that Laferriere should not benefit from the transaction he dissented from, as it would be unjust to allow him to gain from risks he did not assume.

Court’s Analysis and Decision:

• The court did not fully accept SSC's valuation of shares but also rejected Laferriere’s valuation based on the private placement.
• The share value was adjusted to $0.05 per share, reflecting SSC’s financial distress and lack of market interest apart from the specific transaction Laferriere dissented from.

Outcome:

• The court awarded costs and interest to Laferriere, as per statutory provisions. Exact monetary award was not provided in the document.