TSX, NYSE: BXE
CALGARY, May 17, 2017 /PRNewswire/ - Bellatrix Exploration
Ltd. ("Bellatrix" or the "Company") (TSX, NYSE: BXE) is pleased to
announce the voting results from its annual and special meeting of
shareholders held May 17, 2017 in
Calgary, Alberta (the "Meeting")
and provide details on the proposed consolidation of the Company's
common shares (the "Common Shares") approved at the Meeting.
VOTING RESULTS FROM THE MEETING
Each of the matters voted upon at the Meeting is discussed in
detail in the Company's Management Information Circular dated
April 3, 2017 (the "Information
Circular"), which is available on SEDAR at www.sedar.com and on the
Company's website at
www.bellatrixexploration.com/investors/reports-and-filings.
A total of 138,107,640 Common Shares representing approximately
56 percent of the Company's issued and outstanding Common Shares
were voted in person and by proxy at the Meeting. The voting
results for each matter presented at the Meeting are provided
below.
1. Election of Directors
The number of directors to be elected to the Board of Directors
of the Company (the "Board") at the Meeting was fixed at nine and
the following nine nominees were appointed as directors of
Bellatrix to serve until the next annual meeting of the
shareholders of the Company, or until their successors are elected
or appointed:
Nominee
|
Votes
For
|
Votes
Withheld
|
|
|
|
Brent A.
Eshleman
|
91.71%
(94,748,719)
|
8.29%
(8,568,450)
|
|
|
|
Murray L.
Cobbe
|
91.60%
(94,643,073)
|
8.40%
(8,674,096)
|
|
|
|
John H.
Cuthbertson
|
89.26%
(92,220,576)
|
10.74%
(11,096,593)
|
|
|
|
W.C. Mickey
Dunn
|
91.56%
(94,600,416)
|
8.44%
(8,716,753)
|
|
|
|
Keith E.
Macdonald
|
91.74%
(94,782,700)
|
8.26%
(8,534,469)
|
|
|
|
Thomas E.
MacInnis
|
91.87%
(94,915,231)
|
8.13%
(8,401,938)
|
|
|
|
Steven J.
Pully
|
91.86%
(94,912,112)
|
8.14%
(8,405,057)
|
|
|
|
Murray B.
Todd
|
91.51%
(94,546,194)
|
8.49%
(8,770,975)
|
|
|
|
Keith S.
Turnbull
|
91.91%
(94,958,927)
|
8.09%
(8,358,242)
|
2. Appointment of Auditors
KPMG LLP, Chartered Accountants, were appointed to serve as the
auditors of the Company until the close of the next annual meeting
of the shareholders of the Company, at remuneration to be fixed by
the directors of the Company.
3. Approval of Common Share
Consolidation
At the Meeting, a special resolution was passed authorizing and
approving the filing of Articles of Amendment to consolidate (or
reverse split) the Company's issued and outstanding Common Shares
into a lesser number of issued and outstanding Common Shares on the
basis of a consolidation ratio as selected by the Board of between
4 old Common Shares to 1 new Common Share and 6 old Common Shares
to 1 new Common Share (the "Common Share Consolidation
Resolution"). See additional details below.
4. Acceptance of Company's Approach
to Executive Compensation
On an advisory basis and not to diminish the role and
responsibility of the Board, the Company's approach to executive
compensation disclosed in the Information Circular was approved
with approximately 90 percent of votes cast in favour.
Voting in respect of fixing the number of directors and the
appointment of the Company's auditors were conducted by a show of
hands. Voting in respect of all other items was conducted by
ballot, and as such the percentage of votes for those items
reflects the results of the votes by ballot. Additional
details in respect of the Meeting's voting results can be found on
BXE's profile at www.sedar.com and www.sec.gov.
COMMON SHARE CONSOLIDATION
The Board has approved a consolidation of the Common Shares on
the basis of a consolidation ratio of 5 old Common Shares to 1 new
Common Share (the "Common Share Consolidation"). The Company
expects that the Common Share Consolidation will take effect on or
about July 1, 2017, and that trading
on a post-consolidation basis on both the NYSE and TSX will
commence on or about July 6, 2017.
Additional details will be announced preceding the effective date
of the Common Share Consolidation.
A letter of transmittal will be mailed to registered
shareholders of the Company and such registered holders will be
required to deposit their share certificate(s), together with the
duly completed letter of transmittal, with Computershare Trust
Company of Canada, the Company's
registrar and transfer agent. Non-registered shareholders
holding Common Shares through an intermediary (a securities broker,
dealer, bank or financial institution) should be aware that the
intermediary may have different procedures for processing the
Common Share Consolidation than those that will be put in place by
the Company for registered shareholders. If shareholders hold their
Common Shares through an intermediary and they have questions in
this regard, they are encouraged to contact their
intermediaries.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of applicable securities laws. More particularly and
without limitation, this press release contains forward-looking
statements regarding the expected date that the Common Share
Consolidation will be effective, the expected date that the common
shares will trade on a post-consolidation basis on the TSX and NYSE
and Bellatrix's intention to mail a letter of transmittal to
shareholders. All statements, other than statements of historical
facts, that address activities that Bellatrix assumes, plans,
expects, believes, projects, aims, estimates or anticipates (and
other similar expressions) will, should or may occur in the future
are forward-looking statements. The forward-looking statements
provided in this news release are based on management's current
belief, based on currently available information, as to the outcome
and timing of future events. Bellatrix cautions that its intention
to proceed with the Common Share Consolidation and other
forward-looking statements relating to Bellatrix are subject to all
of the risks and uncertainties normally incident to such endeavors.
These risks relating to Bellatrix include, but are not limited to,
the risk that Board may not implement the Common Share
Consolidation or that trading on a post-consolidation basis will
not take effect when expected and other risks as described in
reports (including, without limitation, under the heading "Risk
Factors" in the Company's Annual Information Form for the year
ended December 31, 2016) on file with
Canadian and US securities regulatory authorities and may be
accessed through the SEDAR website (www.sedar.com), through the SEC
website (www.sec.gov), and at Bellatrix's website
(www.bellatrixexploration.com). Furthermore, the forward-looking
statements contained herein are made as at the date hereof and
Bellatrix does not undertake any obligation to update publicly or
to revise any of the included forward-looking statements, whether
as a result of new information, future events or otherwise, except
as may be required by applicable securities laws.
SOURCE Bellatrix Exploration Ltd.