CALGARY, AB, June 10, 2021 /CNW/ - Prairie Storm
Resources Corp. (TSXV: PSEC) ("Prairie Storm" or the "Company") is
pleased to announce that holders ("Shareholders") of common shares
of the Company ("Common Shares") approved all matters voted upon at
the Company's annual general and special meeting of Shareholders
held earlier today (the "Meeting"). Detailed information regarding
each of the matters voted upon at the Meeting is provided in the
Company's management information circular dated May 7, 2021 (the "Circular"), which is available
on SEDAR under the Company's profile at www.sedar.com.
A total of 113,027,335 Common Shares, representing 76.68% of the
issued and outstanding Common Shares, were represented in person or
by proxy at the Meeting. All matters presented for approval at the
Meeting were duly authorized and approved as follows:
|
Item of
Business
|
Votes For
(%)
|
Votes
Withheld/Against
(%)
|
Fixing the number of
directors of the Company at four
|
109,834,238
(100%)
|
0
(0%)
|
Appointment of KPMG
LLP as auditors of the Company
|
109,834,238
(100%)
|
0
(0%)
|
Election of directors
of the Company
|
See below
|
See below
|
Approving the
Company's Amended and Restated Option Plan
|
109,834,238
(100%)
|
0
(0%)
|
Continuance
Resolution
|
109,828,238
(99.99%)
|
6,000
(0.01%)
|
Amendments to the
Company's QT Escrow Agreement
|
71,517,046
1
(100%)
|
0
(0%)
|
Amendments to the
Company's IPO Escrow Agreement
|
107,924,238
2
(100%)
|
0
(0%)
|
Notes:
|
|
(1)
|
38,317,192 Common
Shares held by interested Shareholders were excluded from voting in
accordance with the policies of the Exchange.
|
(2)
|
1,910,000 Common
Shares held by interested Shareholders were excluded from voting in
accordance with the policies of the Exchange.
|
Details regarding the voting results in respect of the election
of directors and certain special meeting matters are provided
below.
Election of Directors
The following four director nominees, each being an existing
director of the Company, were unanimously re-elected as directors
of Prairie Storm, and will hold office until the Company's next
annual meeting of Shareholders or until their successor is duly
elected or appointed:
|
|
|
Director
Nominee
|
Votes For
(%)
|
Votes Withheld
(%)
|
Hugh G.
Ross
|
109,834,238
(100%)
|
0
(0%)
|
Julian Din
|
109,834,238
(100%)
|
0
(0%)
|
Roderick Keith
MacLeod
|
109,834,238
(100%)
|
0
(0%)
|
Bruce G.
Waterman
|
109,834,238
(100%)
|
0
(0%)
|
Continuance of the Company
At the Meeting, Shareholders approved a special resolution (the
"Continuance Resolution") authorizing and approving the continuance
(the "Continuance") of the Company from the Province of
British Columbia and into the
jurisdiction of the Province of Alberta. The Continuance Resolution also
approves matters related to the Continuance, including the adoption
of the Articles of Continuance and the By-laws of the Company upon
its receipt of a Certificate of Continuance under the Business
Corporations Act (Alberta).
Copies of the Articles of Continuance and the By-laws are attached
as Appendix "C" and Appendix "D" to the Circular, respectively.
Notwithstanding the approval of the Continuance Resolution by
Shareholders, the Continuance Resolution provides that the
Company's board of directors may, in its sole discretion, revoke
the Continuance Resolution and determine the timing of and/or
abandon the proposed Continuance without further approval or action
by or prior notice to Shareholders.
Amendments to the Escrow Agreements
In accordance with recent changes to Policy 2.4 – Capital
Pool Companies of the TSX Venture Exchange (the "Exchange"),
which became effective on January 1,
2021 (the "New CPC Policy"), disinterested Shareholders
unanimously approved separate ordinary resolutions authorizing the
Company to amend certain provisions of: (i) the escrow agreement
dated December 15, 2020 (the "QT
Escrow Agreement"); and (ii) the escrow agreement dated
May 7, 2018 (the "IPO Escrow
Agreement", and together with the QT Escrow Agreement, the "Escrow
Agreements"), pursuant to which an aggregate of 39,168,260 Common
Shares are held in escrow.
The proposed amendments to the Escrow Agreements would reduce
the length of the escrow period to which such escrowed Common
Shares are subject to under the applicable Escrow Agreement, from
36 months (as provided for in Policy 2.4 as at June 14, 2010) to 18 months (as provided for in
the New CPC Policy) in accordance with the following schedule:
|
|
Release
Dates
|
Percentage to be
Released
|
Date of Final QT
Exchange Bulletin (December 17, 2020)
|
25%
|
Date 6 months
following Final QT Exchange Bulletin (June 17, 2021)
|
25%
|
Date 12 months
following Final QT Exchange Bulletin (December 17, 2021)
|
25%
|
Date 18 months
following Final QT Exchange Bulletin (June 17, 2022)
|
25%
|
The proposed amendments are subject to the final approval of the
Exchange and the execution of amending agreements reflecting the
foregoing change. The accelerated release schedule will only affect
those Shareholders holding escrowed Common Shares that execute an
amending agreement.
About Prairie Storm Resources Corp.
Prairie Storm is a Canadian oil company focused on
sustainable growth of its high netback, low decline oil assets
through waterflood enhanced recovery methods and exploitation of
the bioturbated Cardium formation. Prairie Storm has no debt and a
positive working capital position. The Common Shares trade on the
TSX Venture Exchange under the symbol "PSEC".
FORWARD LOOKING-INFORMATION AND ADVISORIES
Forward-looking Information
This news release contains certain forward-looking information
and forward-looking statements within the meaning of applicable
securities laws ("forward-looking information"). The use of any of
the words "expect", "anticipate", "continue", "estimate", "may",
"will", "project", "should", "believe", "plans", "intends" and
similar expressions are intended to identify forward-looking
information. In particular, but without limiting the foregoing,
this news release contains forward-looking information pertaining
to: statements with respect to the Company's receipt of a
Certificate of Continuance, the completion and timing of the
Continuance, the proposed amendments to the Escrow Agreements and
the TSXV's acceptance of such amendments. Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of Prairie Storm, as the case
may be, to be materially different from those expressed or implied
by such forward-looking information. Although Prairie Storm has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such information and statements. Accordingly,
readers should not place undue reliance on forward-looking
information.
The forward-looking information contained in this news release
speaks only as of the date of this news release, and Prairie Storm
does not assume any obligation to publicly update or revise any of
the included forward-looking information, whether as a result of
new information, future events or otherwise, except as may be
required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
SOURCE Prairie Storm Resources Corp.