BOE Report

Simpson Oil Limited announces waiver of Nomination Agreement with Parkland Corporation

GRAND CAYMAN, Cayman Islands, Jan. 3, 2024 /CNW/ – This press release is being issued by Simpson Oil Limited (“Simpson Oil”) pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers (“NI 62-103”). As reported by Parkland Corporation (“Parkland”) by press release on December 31, 2023, Marc Halley and Michael Christiansen who had served as nominees of Simpson Oil pursuant to a board nomination agreement (the “Nomination Agreement”) between Simpson Oil and Parkland resigned from the Parkland Board effective December 31, 2023. In addition, Simpson Oil has formally waived its nomination rights under the Nomination Agreement.

As a result of the resignations of Simpson Oil’s nominees, and Simpson Oil’s waiver of its nomination rights, the voting and other restrictions under the Nomination Agreement will terminate at 11:59 pm (Toronto time) on March 31, 2024. Simpson Oil disagrees with the statement in Parkland’s press release that the Nomination Agreement terminates on April 2, 2024. Simpson Oil also disagrees with Parkland’s statement that the voting support and standstill provisions set forth in the governance agreement between Simpson Oil and Parkland dated January 8, 2019 (the “Governance Agreement”) continue to apply. Parkland has been on notice that the standstill and voting obligations of Simpson Oil terminated in accordance with the terms of the Governance Agreement as a result of earlier material changes in the composition of senior management of Parkland. Copies of the Board Nomination Agreement and the Governance Agreement are available on Parkland’s SEDAR+ profile at www.sedarplus.ca.

Simpson Oil holds 34,444,050 common shares (“Parkland Common Shares”) in the capital of Parkland, representing approximately 19.55% of the issued and outstanding Parkland Common Shares. Contrary to Parkland’s press release, Simpson Oil is not in discussions with Parkland about its shareholding in Parkland. Simpson Oil remains committed to the core energy industry and will continue to invest and participate in companies in the industry that adopt strong corporate governance practices and prioritize the interests of shareholders. Subject to compliance with applicable laws, Simpson Oil may from time to time dispose of or acquire additional securities of Parkland.

Parkland’s head office address is Suite 1800, 240 4th Avenue SW, Calgary, Alberta, Canada, T2P 4H4. Simpson Oil’s head office address is 94 Solaris Avenue – 2nd Floor, PO Box 30745, Camana Bay, Grand Cayman, KY1-1203, Cayman Islands.

This press release is being issued by Simpson Oil as a result of a change in a material fact set out in a previous report. In accordance with NI 62-103, an early warning report will be filed by Simpson Oil on Parkland’s SEDAR+ profile at www.sedarplus.ca. A copy of such report may also be obtained by contacting Kym Zelinski at 1-416-863-2630.

SOURCE Simpson Oil Limited

 

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