Tornado Global Hydrovacs Ltd. (“
Tornado”, the
“
Company”, “we” or “us”)
(TSX-V: TGH ;
OTCQX: TGHLF) announces the voting results arising from
the Company’s annual general and special meeting shareholders held
today.
Voting Results
Election of Directors
The shareholders elected five directors to the
board at the meeting: Guy Nelson, James Chui, Brett Newton, Chuyu
Wu, and George Tai.
The results of the vote on the election of the
Board of Directors are as follows:
|
|
Votes |
|
In Favour |
Guy Nelson |
|
65,792,719 |
|
99.89% |
James Chui |
|
65,792,719 |
|
99.98% |
Brett Newton |
|
65,792,719 |
|
99.98% |
Chuyu Wu |
|
65,792,719 |
|
99.99% |
George Tai |
|
65,792,719 |
|
99.98% |
|
|
|
|
|
|
Approval of Amended and Restated Stock
Option Plan
The shareholders approved the Amended and
Restated Stock Option Plan, as conditionally approved by the TSX
Venture Exchange (the “TSXV”) with 99.36% of votes
cast in favour.
The Amended and Restated Stock Option Plan
allows the Company, subject to prior approval of the Board of
Directors, to grant participants the right to exercise their
options on a “Cashless Exercise” or “Net Exercise”, as expressly
permitted in the TSXV Policy 4.4 – Security Based Compensation.
Approval of Restricted Share Unit
Plan
The shareholders approved the Restricted Share
Unit Plan, as conditionally approved by the TSX Venture Exchange
(the “TSXV”) with 99.46% of votes cast in
favour.
The Restricted Share Unit Plan allows the Board
of Directors to grant eligible persons restricted share units which
once vested grant eligible persons Class “A” Common Shares in the
capital of the Company, as expressly permitted in the TSXV Policy
4.4 – Security Based Compensation.
Approval of Amendments to the Articles
of the Company to change the name of the Company
The shareholders also approved the proposed
amendments to the articles of the Company to change the name of the
Company from “Tornado Global Hydrovacs Ltd.” to “Tornado
Infrastructure Equipment Ltd.” (the “Name Change”)
with 98.92% votes cast in favour.
The Name Change reflects the Company’s
commitment to diversifying its product lines to meet the increasing
needs of the infrastructure market. The Board of Directors feel
that the Name Change will better communicate the Company’s capacity
to provide comprehensive, turn-key solutions and our ability to
serve its customers effectively.
The Name Change remains subject to approval of
the TSXV. The Company’s shares will commence trading on the TSXV
under the new name at the opening of business two to three trading
days following receipt by the TSXV of all necessary documentation
from the Company.
Approval of Amendments to the Articles
of the Company to remove the Common Shares
The shareholders also approved the proposed
amendments to the articles of the Company to remove the “Common
Shares” as a class of shares authorized for issuance in the capital
of the Company. (the “Common Share Removal”) with
99.93% votes cast in favour.
The Common Share Removal updates the authorized
capital of the Company to remove redundant share classes that may
no longer be issued. The Common Shares were authorized for issuance
in the capital of the Company for the purpose of a statutory plan
of arrangement dated June 27, 2016 and the rights of the Common
Shares state that such shares may only be issued once.
The Company intends to file Articles of
Amendments to implement the Name Change and Common Share Removal
which remains subject to acceptance by the Alberta Registrar of
Corporations.
Other Business of the
Meeting
The 80,991,653 proxies voted above represent
approximately 58.88% of the total shares outstanding. Additionally,
resolutions approving the appointment of Ernst & Young LLP as
auditor of the Company passed with 99.98% in favour.
Additional details regarding the foregoing
matters are contained in the information circular filed on SEDAR+
in respect of the September 24, 2024 annual general and special
meeting of shareholders.
Robert Marshall, a Director of the Company since
2021, did not stand for re-election and as such Mr. Marshall’s term
as a Director of the Company concluded effective as of today. The
Company would like to acknowledge the contributions made by Mr.
Marshall as a Director and the Chair of the Compensation and
Corporate Governance Committee and thank him for his service.
After the formal business portion of the meeting
was completed, Mr. Newton, President and CEO, gave a presentation
about the Company. The presentation can be viewed on the Company’s
website at www.tornadotrucks.com
Recent Developments
Brett Newton, President and CEO of Tornado,
commented on the Company's recent developments: “As we move forward
as Tornado Infrastructure Equipment Ltd., I am honored to join the
Board and excited to broaden our product offerings to meet the
evolving needs of tomorrow’s infrastructure. We have recently begun
construction on a new building at our existing facility in Red
Deer, which is expected to be completed in the first half of 2025.
Once finished, this expansion is expected to significantly increase
our production capacity. At the same time, we are making strong
progress in developing new products beyond hydrovac trucks,
positioning us to better serve our customers and lead the industry
in providing infrastructure equipment for both today’s and
tomorrow’s needs.”
About Tornado Global Hydrovacs
Ltd.Tornado is a pioneer and leader in the vacuum truck
industry and has been a choice of oilfield and utility
professionals with over 1,500 hydrovacs sold since 2005. The
Company designs and manufactures hydrovac trucks as well as
provides heavy duty truck maintenance operations in central
Alberta. It sells hydrovac trucks to excavation service providers
in the infrastructure and industrial construction and oil and gas
markets. Hydrovac trucks use high pressure water and vacuum to
safely penetrate and cut soil to expose critical infrastructure for
repair and installation without damage. Hydrovac excavation methods
are quickly becoming a standard in the North America to safely
excavate in urban areas and around critical infrastructure greatly
reducing infrastructure damage and related fatalities.
For more information about Tornado Global
Hydrovacs Ltd., visit www.tornadotrucks.com or contact:
Brett NewtonPresident and Chief
Executive OfficerPhone: (587) 802-5070Email: bnewton@tghl.ca |
Derek LiVice President,
FinancePhone: (403) 204-6350Email: dli@tghl.ca |
|
|
Advisory
Certain statements contained in this news
release constitute forward-looking statements and future oriented
financial information. These statements relate to future events.
All statements other than statements of historical fact are
forward-looking statements or future oriented financial
information. The use of the words “anticipates”, “should”, ‘‘may”,
“expected”, “expects”, “believes” and other words of a similar
nature are intended to identify forward-looking statements or
future oriented financial information. These statements involve
known and unknown risks, uncertainties and other factors that may
cause actual results or events to differ materially from those
anticipated in such forward-looking statements or, as applicable,
such future oriented financial information. Although Tornado
believes these statements to be reasonable, no assurance can be
given that these expectations will prove to be correct and such
forward-looking statements included in this news release and the
future oriented financial information included in this news release
should not be unduly relied upon. Such statements include the
statement with respect to: (i) the receipt of final acceptance from
the TSXV of the Amended and Restated Stock Option Plan and
Restricted Share Unit Plan; (ii) the filing and acceptance of the
articles of amendments by the Alberta Registrar of Corporations
effecting the Name Change and Common Share Removal; (iii) the
receipt of TSXV approval of the Name Change; (iv) the Company’s
plan to expand its product offering; (v) the anticipated timing and
completion of the new building at the Red Deer facility; (vi)
management’s belief that expansion will significantly increase
production capacity; and (vii) management’s belief in serving
customers and leading the industry by providing infrastructure
equipment for both today’s and tomorrow’s needs. The
forward-looking statements and future oriented financial
information contained in this news release represent Tornado’s
expectations as of the date hereof and are subject to change after
such date. Tornado disclaims any intention or obligation to update
or revise any forward-looking statements and future oriented
financial information whether as a result of new information,
future events or otherwise, except as may be required by applicable
securities regulations.
Neither the Exchange nor its Regulation
Service Provider (as that term is defined in policies of the
Exchange) accepts responsibility for the adequacy or accuracy of
this news release.
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