CALGARY, AB, June 10, 2021 /CNW/ – Prairie Storm Resources Corp. (TSXV: PSEC) (“Prairie Storm” or the “Company”) is pleased to announce that holders (“Shareholders”) of common shares of the Company (“Common Shares”) approved all matters voted upon at the Company’s annual general and special meeting of Shareholders held earlier today (the “Meeting”). Detailed information regarding each of the matters voted upon at the Meeting is provided in the Company’s management information circular dated May 7, 2021 (the “Circular”), which is available on SEDAR under the Company’s profile at www.sedar.com.
A total of 113,027,335 Common Shares, representing 76.68% of the issued and outstanding Common Shares, were represented in person or by proxy at the Meeting. All matters presented for approval at the Meeting were duly authorized and approved as follows:
Item of Business |
Votes For |
Votes Withheld/Against |
Fixing the number of directors of the Company at four |
109,834,238 (100%) |
0 (0%) |
Appointment of KPMG LLP as auditors of the Company |
109,834,238 (100%) |
0 (0%) |
Election of directors of the Company |
See below |
See below |
Approving the Company’s Amended and Restated Option Plan |
109,834,238 (100%) |
0 (0%) |
Continuance Resolution |
109,828,238 (99.99%) |
6,000 (0.01%) |
Amendments to the Company’s QT Escrow Agreement |
71,517,046 1 (100%) |
0 (0%) |
Amendments to the Company’s IPO Escrow Agreement |
107,924,238 2 (100%) |
0 (0%) |
Notes: |
|
(1) |
38,317,192 Common Shares held by interested Shareholders were excluded from voting in accordance with the policies of the Exchange. |
(2) |
1,910,000 Common Shares held by interested Shareholders were excluded from voting in accordance with the policies of the Exchange. |
Details regarding the voting results in respect of the election of directors and certain special meeting matters are provided below.
Election of Directors
The following four director nominees, each being an existing director of the Company, were unanimously re-elected as directors of Prairie Storm, and will hold office until the Company’s next annual meeting of Shareholders or until their successor is duly elected or appointed:
Director Nominee |
Votes For |
Votes Withheld |
Hugh G. Ross |
109,834,238 (100%) |
0 (0%) |
Julian Din |
109,834,238 (100%) |
0 (0%) |
Roderick Keith MacLeod |
109,834,238 (100%) |
0 (0%) |
Bruce G. Waterman |
109,834,238 (100%) |
0 (0%) |
Continuance of the Company
At the Meeting, Shareholders approved a special resolution (the “Continuance Resolution”) authorizing and approving the continuance (the “Continuance”) of the Company from the Province of British Columbia and into the jurisdiction of the Province of Alberta. The Continuance Resolution also approves matters related to the Continuance, including the adoption of the Articles of Continuance and the By-laws of the Company upon its receipt of a Certificate of Continuance under the Business Corporations Act (Alberta). Copies of the Articles of Continuance and the By-laws are attached as Appendix “C” and Appendix “D” to the Circular, respectively.
Notwithstanding the approval of the Continuance Resolution by Shareholders, the Continuance Resolution provides that the Company’s board of directors may, in its sole discretion, revoke the Continuance Resolution and determine the timing of and/or abandon the proposed Continuance without further approval or action by or prior notice to Shareholders.
Amendments to the Escrow Agreements
In accordance with recent changes to Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”), which became effective on January 1, 2021 (the “New CPC Policy”), disinterested Shareholders unanimously approved separate ordinary resolutions authorizing the Company to amend certain provisions of: (i) the escrow agreement dated December 15, 2020 (the “QT Escrow Agreement”); and (ii) the escrow agreement dated May 7, 2018 (the “IPO Escrow Agreement”, and together with the QT Escrow Agreement, the “Escrow Agreements”), pursuant to which an aggregate of 39,168,260 Common Shares are held in escrow.
The proposed amendments to the Escrow Agreements would reduce the length of the escrow period to which such escrowed Common Shares are subject to under the applicable Escrow Agreement, from 36 months (as provided for in Policy 2.4 as at June 14, 2010) to 18 months (as provided for in the New CPC Policy) in accordance with the following schedule:
Release Dates |
Percentage to be Released |
Date of Final QT Exchange Bulletin (December 17, 2020) |
25% |
Date 6 months following Final QT Exchange Bulletin (June 17, 2021) |
25% |
Date 12 months following Final QT Exchange Bulletin (December 17, 2021) |
25% |
Date 18 months following Final QT Exchange Bulletin (June 17, 2022) |
25% |
The proposed amendments are subject to the final approval of the Exchange and the execution of amending agreements reflecting the foregoing change. The accelerated release schedule will only affect those Shareholders holding escrowed Common Shares that execute an amending agreement.