CALGARY , April 29, 2013 /CNW/ – TriOil Resources Ltd. (“TriOil” or the “Company” – TSXV:TOL) announces the appointment of Glen D. Roane as a director of the Company and the adoption of an advance notice bylaw (the “Bylaw“). In addition, the Company confirms that its annual general and special meeting of shareholders will be held on Tuesday, June 25, 2013 (the “Shareholders Meeting“).
Appointment of New Director
The board of directors (the “Board“) has appointed Mr. Roane to serve as a member of the Board. Mr. Roane will also serve as a member of the independent committee of directors who have been charged with the responsibility of overseeing the strategic alternatives process that the Company is currently undertaking.
Mr. Roane is a corporate director and currently serves as a director of Enerplus Corp., Badger Daylighting Ltd., Logan International Inc., SilverBirch Energy Corporation and the GBC American Growth Fund. Mr. Roane is also a former member of the Alberta Securities Commission. Previously he also served as a board member of many TSX-listed companies and private companies including Repap Enterprises Inc., Ranchero Energy Inc., Forte Resources Inc., Valiant Energy Inc., Maxx Petroleum Ltd., UTS Energy Corporation, Destiny Resource Services Ltd., NQL Energy Services Inc., Severo Energy Ltd., Flexpipe Systems Inc., and Tarpon Energy Services Ltd. Mr Roane retired from TD Asset Management Inc., a subsidiary of The Toronto-Dominion Bank in 1997. Previously he was a founding partner of Lancaster Financial Inc., a financial advisory and investment management firm and was formerly employed by Burns Fry Limited and by the Toronto Dominion Bank. Mr. Roane holds a Bachelor of Arts (1977) and an MBA (1979) from Queen’s University in Kingston, Ontario and holds the ICD.D designation.
Approval of Advance Notice By-Law
The Bylaw, as approved by the Board, includes, among other things, a provision that requires advance notice to the Company 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.
Among other things, the Bylaw fixes a deadline by which holders of record of common shares of TriOil 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 provisions of the Bylaw.
In the case of an annual general meeting of shareholders, notice to the Chief Financial Officer of the Company must be made not less than 30 nor more than 65 days prior to the date of the annual general meeting of shareholders; provided, however, that in the event that the annual general 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 general 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.
The Bylaw is effective and in full force and effect as of the date hereof. In accordance with the terms of the Bylaw, the Bylaw will be put to shareholders of the Company for approval at the Shareholders Meeting. If the Bylaw is not confirmed at the Shareholders Meeting by ordinary resolution of shareholders, the Bylaw will terminate and be of no further force and effect following the termination of the Shareholders Meeting.
The Shareholders Meeting has been scheduled to be held on Tuesday, June 25, 2013 at 2:00 p.m. ( Calgary time) at The Metropolitan Conference Centre, 333 Fourth Ave S.W., Calgary , Alberta. Additional details of the Shareholders Meeting, including the matters to be considered, will be included in the management information circular to be mailed to shareholders and filed on SEDAR at www.sedar.com prior to the Shareholders Meeting in accordance with applicable corporate and securities laws.
TriOil is a Calgary , Alberta based company engaged in the exploration, development and production of petroleum and natural gas. TriOil has approximately 64.0 million class A shares issued and outstanding (70.0 million diluted). The class A shares of TriOil trade on the TSX Venture Exchange under the symbol “TOL”.
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SOURCE: TriOil Resources Ltd.
Russell J. Tripp, President & CEO, TriOil Resources Ltd.; Cheryne Lowe, VP Finance & CFO, TriOil Resources Ltd.; Andrew Wiacek, VP Exploration, TriOil Resources Ltd.; Corporate Phone: (403) 265-4115