CALGARY, ALBERTA–(Marketwired – May 14, 2015) – DEETHREE EXPLORATION LTD. (“DeeThree” or the “Company“) (TSX:DTX)(OTCQX:DTHRF) today announced the results from its 2015 annual general and special meeting of shareholders held on May 14, 2015 in Calgary, Alberta (the “Meeting“). Each of the matters voted upon at the Meeting was approved by the shareholders at the Meeting. Detail of each matter is included in the Company’s Management Information Circular dated April 9, 2015, a copy of which is available on the Company’s website under “Investors – Reports and Filings” at www.deethree.ca. The voting results for each matter voted on by the shareholders at the Meeting are provided below.
The shareholders passed a special resolution approving the Arrangement under Section 193 of the Business Corporations Act (Alberta) among DeeThree, its shareholders and Boulder Energy Ltd. The Arrangement is described in detail in the Company’s Management Information Circular and its appendices. The vote in respect of the Arrangement carried out by ballot, with 91.11% of votes cast being in favour of the resolution approving the Arrangement.
The Company will apply for a final order approving the Arrangement from the Alberta Court of Queen’s Bench on Friday, May 15, 2015 at 2:00 p.m. Assuming all other terms and conditions to the Arrangement are satisfied, it is expected that the Arrangement will be completed on May 15, 2015.
2. Fixing the Number of Directors
The shareholders passed a resolution fixing the number of directors to be elected at the Meeting at seven. The vote in respect of this matter carried out by show of hands.
3. Election of Directors
All of the nominees named in the Company’s Management Information Circular were elected as directors of the Company. The vote in respect of this matter carried out by ballot. The detailed results of voting are as follows.
|Nominee||# Votes For||% Votes For||# Votes Withheld||% Votes Withheld|
4. Appointment of Auditor
The shareholders approved the reappointment of KPMG LLP, Chartered Accountants, as the auditors of the Company to hold office until the close of the next annual meeting of shareholders of the Company, at a remuneration to be fixed by the directors. The vote in respect of this matter carried out by show of hands.
5. Boulder Stock Option Plan
The shareholders passed an ordinary resolution approving the Boulder Stock Option Plan, as set out in the Company’s Management Information Circular and its appendices. The vote in respect of this matter carried out by ballot, with 91.81% of votes cast being in favour of the resolution approving the Boulder Stock Option Plan.
6. Share Incentive Plan
The shareholders passed an ordinary resolution approving the Share Incentive Plan, as set out in the Company’s Management Information Circular and its appendices. The vote in respect of this matter carried out by ballot, with 92.15% of votes cast being in favour of the resolution approving the Share Incentive Plan.
7. Name Change to “Granite Oil Corp.”
The shareholders passed a special resolution approving the name change of the Company to “Granite Oil Corp.” upon completion of the Arrangement, as set out in the Company’s Management Information Circular. The vote in respect of this matter carried out by ballot, with 99.56% of votes cast being in favour of the resolution approving the name change.
This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities laws, respectively. The use of any of the words “expect”, “potential”, “target”, “anticipate”, “continue”, “estimate”, “objective”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward-looking statements and information concerning: the timing and anticipated receipt of the final order of the Alberta Court of Queen’s Bench of the final approval of the Arrangement, and the timing of completion for the Arrangement.
In respect of the forward-looking statements and information concerning the anticipated completion of the Arrangement and the anticipated timing for completion of the Arrangement, the Company has provided them in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the Company to receive, in a timely manner, the necessary court, regulatory and other third party approvals and the ability of the Company to satisfy, in a timely manner, the other conditions to the closing of the Arrangement. These dates may change for a number of reasons, including inability to secure necessary court, regulatory or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risk that the Arrangement may not close when planned or at all or on the terms and conditions set forth in the Arrangement Agreement and the failure to obtain the necessary court, regulatory and other third party approvals required in order to proceed with the Arrangement.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other risks and factors that could affect the operations or financial results of Rio Alto and Sulliden are included in reports on file with applicable securities regulatory authorities, including but not limited to, the Company’s management information circular dated April 7, 2015, and its Annual Information Form for the fiscal year ended December 31, 2014, both of which may be accessed on the Company’s SEDAR profile at www.sedar.com.
Management has included the above summary of assumptions and risks related to forward looking information provided in this news release in order to provide shareholders with a more complete perspective on the proposed transaction and such information may not be appropriate for other purposes. Actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward looking statements will transpire or occur, or if any of them do so, what benefits may be derived there from.
The forward-looking statements and information contained in this news release are made as of the date hereof and the Company does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events, or results or otherwise, other than as required by applicable securities laws.
DeeThree Exploration Ltd.
President and Chief Executive Officer