Peyto Exploration & Development Corp. Announces Amendments to Standard By-Laws Including Adoption of Advance Notice Provision...
April 02 2019 - 6:00PM
Peyto Exploration & Development Corp. (TSX: PEY)
("
Peyto" or the "
Company") is
pleased to announce that the board of directors (the
"
Board") of Peyto has approved amendments to the
Company's standard by-laws (the "
Amended
By-laws"). The amendments include certain
housekeeping amendments to update the by-laws to current standards
being: (i) the increase of quorum requirements for shareholder
meetings to a quorum for shareholder meetings to be 2 persons
present, either in person or by proxy, representing 25% of more of
the outstanding common shares; (ii) the removal of a second or
casting vote for the Chairman of the Board or any other director of
the Company present at the meeting in the event of an equality of
votes at any meeting of shareholders; and (iii) the addition of
advance notice provisions (the "
Advance Notice
Provisions").
The Advance Notice Provisions provide that
advance notice to the Company must be made in circumstances where
nominations of persons for election to the Board are made by
shareholders of the Company other than pursuant to: (i) a
"proposal" made in accordance with section 136(1) of the Business
Corporations Act (Alberta) (the "Act"); or (ii) or
a requisition of the shareholders made in accordance with section
142(1) of the Act. More specifically, the Advance Notice
Provisions fix a deadline by which holders of record of common
shares of Peyto must submit director nominations to the Chief
Financial Officer of the Company prior to any annual or special
meeting of shareholders and sets forth the specific information
that a shareholder must include in the written notice to the Chief
Financial Officer of the Company for an effective nomination to
occur. No person will be eligible for election as a director
of the Company unless nominated in accordance with the Advance
Notice Provisions.
In the case of an annual meeting of
shareholders, notice to the Chief Financial Officer of the Company
must be made not less than 30 days prior to the date of the annual
meeting of shareholders; provided, however, that in the event that
the annual meeting of shareholders is to be held on a date that is
less than 50 days after the date (the "Notice
Date") on which the first public announcement of the date
of the annual meeting was made, notice by the nominating
shareholder may be made not later than the close of business on the
tenth (10th) day following the Notice Date.
In the case of a special meeting (which is not
also an annual meeting) of shareholders called for the purpose of
electing directors (whether or not called for other purposes),
notice to the Chief Financial Officer of the Company must be made
not later than the close of business on the fifteenth (15th) day
following the day on which the first public announcement of the
date of the special meeting of shareholders was made.
If notice-and-access is used for delivery of
proxy related materials in respect of an annual meeting of
shareholders or a special meeting of shareholders (which is not
also an annual meeting) called for any purpose including the
election of directors and the notice date in respect of the meeting
is not less than 50 days before the date of the applicable meeting,
the notice must be received not later than the close of business on
the 40th day before the date of the applicable meeting.
Additionally, in the event of an adjournment or postponement of an
annual meeting or special meeting of shareholders or any
announcement thereof, a new time period shall commence for the
giving of timely notice.
The Amended By-laws, including the Advance
Notice Provisions, are now effective and in full force and
effect. The Amended By-laws will be put to shareholders of
Peyto for approval at its upcoming annual and special meeting of
shareholders scheduled for 3:00 p.m. (Calgary time) on Thursday,
May 9, 2019 at the Eau Claire Tower, +15 level, 600 – 3rd Avenue
SW, Calgary, Alberta. If the Amended By-laws are not
confirmed at the meeting by ordinary resolution of shareholders,
the Amended By-laws will terminate and be of no further force and
effect following the termination of the shareholders meeting.
The full text of the Amended By-laws, including
the Advance Notice Provisions, are available via SEDAR at
www.sedar.com or upon request by contacting the Chief Financial
Officer of Peyto at (403) 263-2950 or by email at
info@peyto.com.
Darren GeePresident and Chief Executive Officer
Phone: (403) 237-8911 Fax: (403) 451-4100
Forward-Looking Information and
Statements
This press release contains forward-looking
statements. More particularly, this press release contains
statements concerning the anticipated date of the Company's annual
and special shareholders meeting and the anticipated shareholder
approval of the Amended By-laws, including the Advance Notice
Provisions. Although Peyto believes that the expectations
reflected in these forward-looking statements are reasonable, undue
reliance should not be placed on them because Peyto can give no
assurance that they will prove to be correct. Since
forward-looking statements address future events and conditions, by
their very nature they involve inherent risks and
uncertainties. Peyto's annual and special meeting may be
delayed. Shareholders may not approve the Amended
By-laws. Accordingly, there is a risk that the Amended
By-laws will only be in force for a brief period of time.
The forward-looking statements contained in this
press release are made as of the date hereof and Peyto 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.
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