Arsenal Energy Inc. Announces Results of Shareholders Meeting and Share Dividend Plan
June 19 2014 - 7:27PM
Marketwired
Arsenal Energy Inc. Announces Results of Shareholders Meeting and
Share Dividend Plan
CALGARY, ALBERTA--(Marketwired - Jun 19, 2014) - Arsenal Energy
Inc. ("Arsenal" or the "Corporation") (TSX:AEI) (PNKSHEETS:AEYIF)
announces that, at our Annual and Special Meeting of Shareholders
held on June 19, 2014 the following six director nominees were
elected:
|
NOMINEE |
VOTES FOR |
VOTES WITHHELD |
|
Number |
Percent |
Number |
Percent |
| Mr.
Tony van Winkoop |
5,599,609 |
99.97 |
1,845 |
0.03 |
| Mr.
William Hews |
5,598,741 |
99.95 |
2,713 |
0.05 |
| Mr.
R. Neil MacKay |
5,599,860 |
99.97 |
1,594 |
0.03 |
| Mr.
R.H. (Harley) Kempthorne |
5,598,741 |
99.95 |
2,713 |
0.05 |
| Mr.
Bill Powers |
5,588,397 |
99.77 |
13,057 |
0.23 |
| Mr.
Derek Petrie |
5,597,117 |
99.93 |
4,337 |
0.07 |
|
|
|
|
|
In addition, shareholders approved the re-appointment of KPMG
LLP as auditors for the ensuing year, an amendment to the Articles
of the Corporation to permit the payment of share dividends on the
Common Shares of the Corporation pursuant to the Share Dividend
Plan and a resolution approving the Share Award Incentive Plan of
the Corporation.
On behalf of the directors, officers and staff of Arsenal, we
would like to thank our shareholders for their continued
support.
For more details of the matters considered at the shareholders
meeting, shareholders may access the Corporation's Management
Information Circular dated May 9, 2014 posted on the Canadian
System for Electronic Document Analysis and Retrieval (SEDAR) at
www.sedar.com or on the Corporation's website at
www.arsenalenergy.com
Share Dividend Plan
As a result of shareholders approval at the meeting, Arsenal
expects that the amendment to its Articles and required approvals
to implement the Share Divided Plan will be in place by the
declaration date of the next quarterly dividend, if such dividend
is declared by the Board of Directors. The Share Dividend Plan will
allow shareholders to elect to receive dividends in the form of
Arsenal common shares instead of receiving a cash dividend.
Participation in the Share Dividend Plan is optional and allows
Arsenal shareholders to continue to receive cash dividends unless
they elect to participate in the Share Dividend Plan.
Benefits of the Share Dividend Plan
• Dividends will be paid in the form of shares to those
shareholders who elect to participate in the Share Dividend Plan at
the weighted average market price calculated 5 trading days before
the payment date and all fees associated with the Share Dividend
Plan will be paid by Arsenal.
• Participation in the Share Dividend Plan is not expected to
generate dividend income for Canadian shareholders holding their
shares in taxable accounts. Shares issued under the Share Dividend
Plan will have a nominal cost for Canadian tax purposes and as a
result, receipt of share dividends under the Share Dividend Plan
will effectively result in a downward adjustment to the
shareholder's cost base and would be taxed as a capital gain or
loss upon the eventual sale of the shares. In addition, Canadian
shareholders participating in the Share Dividend Plan may also
benefit if the tax rate on capital gains is lower than the tax rate
on dividend income applicable to their individual
circumstances.
• Non-Canadian shareholders holding Arsenal shares in a taxable
account who elect to participate in the Share Dividend Plan are not
expected to be subject to Canadian withholding taxes that typically
range from 15% - 25% on dividends paid by Arsenal. Therefore the
number of shares received under the Share Dividend Plan will
reflect the entire amount of the stock dividend.
• Shareholders can elect to receive share dividends on all or
some of their shares.
• Shareholders with tax-deferred accounts are not expected to be
impacted.
All shareholders are advised to consult their own tax advisors
regarding the tax consequences to them of receiving cash or share
dividends. For more details discussing the potential tax
consequences of the Share Dividend Plan, please refer to Arsenal's
Management Information Circular dated May 9, 2014 filed on SEDAR
and available on our website at www.arsenalenergy.com.
How to Enroll in the Share Dividend Plan
Shareholders wishing to participate in the Share Dividend Plan
should contact their broker or intermediary or, in the case of
registered shareholders, contact our transfer agent, Alliance Trust
Company, or visit our website to obtain the necessary enrolment
forms.
To receive company news releases via e-mail, please advise
ir@arsenalenergy.com and specify "Arsenal Press Releases" in the
subject line.
Advisory
Certain information provided in this press release
constitutes forward-looking statements. Specifically, this press
release contains forward-looking statements relating to the payment
of future dividends, implementation of the Share Dividend Plan,
expected tax treatment of dividends and the Share Dividend Plan.
There is no assurance that future dividends will be declared or the
timing or amount of any future dividend. The payments of dividends
or distributions in the future are within the discretion of the
Corporation's Board of Directors and are dependent on numerous
factors including the Corporation's cash flow, capital expenditure
budgets, earning, financial conditions, the satisfaction of the
applicable solvency test in the Corporation's governing statue (the
Business Corporation Act (Alberta)), and such other factors as the
Board of Directors may consider appropriate from time to time. The
Corporation's ability to continue to pay dividends in the future is
also subject to many other factors including falling commodity
prices, repatriation restrictions, disruptions or reductions in
production or collection of receivables following sales of
production. Dividend payments to shareholders will be subject to
applicable statutory deductions and tax withholdings prescribed by
the applicable law. There is also no assurance that future
drawdowns of the secured term loan facility will be available to
the Corporation when requested or at all.
Readers are cautioned not to place undue reliance on
forward-looking statements, as there can be no assurance that the
plans, intentions or expectations upon which they are based will
occur. By their nature, forward-looking statements may involve
numerous assumptions, known and unknown risks and uncertainties,
both general and specific, that contribute to the possibility that
the predictions, forecasts, projections and other forward-looking
statements will not occur, which may cause actual performance and
results in future periods to differ materially from any estimates
or projections of future performance or results expressed or
implied by such forward-looking statements. These assumptions,
risks and uncertainties include, among other things the state of
the timely receipt of exchange approvals. Readers are cautioned
that the foregoing lists of factors are not exhaustive. The
forward-looking statements contained in this news release are made
as of the date hereof and Arsenal undertakes no obligation to
update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events
or otherwise, unless so required by applicable securities
laws.
Tony van WinkoopPresident and Chief Executive OfficerJ. Paul
LawrenceVice President, Finance and CFO of the Corporation(403)
262-4854(403)-265-6877e-mail: ir@arsenalenergy.com