CALGARY, Alberta, June 29, 2017 (GLOBE NEWSWIRE) -- Critical Control Energy Services Corp. (“Critical Control” or the “Corporation”) (TSX:CCZ) announces that all the motions put forth at its annual and special meeting held in Calgary on June 29, 2017 were approved by the shareholders. The detailed results of the voting are as follows:
| 1. | The number of directors to be elected at the Meeting was fixed at not more than six. Proxies were received with: | |||||||||||||||||
| Votes For | Percent | Votes Withheld | Percent | |||||||||||||||
| 35,487,994 | 100 | 0 | 0 | |||||||||||||||
| 2. | Each of the following director nominees proposed by management of the Corporation was elected. Proxies were received with: | |||||||||||||||||
| Votes For | Percent | Votes Withheld | Percent | |||||||||||||||
| George Watson | 35,049,938 | 98.58 | 503,672 | 1.42 | ||||||||||||||
| Dennis Nerland | 34,442,327 | 96.87 | 1,111,283 | 3.13 | ||||||||||||||
| Alykhan Mamdani | 34,402,327 | 96.76 | 1,151,283 | 3.24 | ||||||||||||||
| Gary Bentham | 35,173,438 | 98.93 | 380,172 | 1.07 | ||||||||||||||
| Kevin Lo | 35,331,894 | 99.38 | 221,716 | 0.62 | ||||||||||||||
| Nizar Jaffer Somji | 34,965,692 | 98.35 | 587,918 | 1.65 | ||||||||||||||
| 3. | KPMG, LP was re-appointed as auditor of the Corporation and authorization was granted to the directors to fix the remuneration of such auditor. Proxies were received with: | |||||||||||||||||
| Votes For | Percent | Votes Withheld | Percent | |||||||||||||||
| 35,580,386 | 100 | 1,006 | 0 | |||||||||||||||
| 4. | The proposed plan of arrangement, as set forth in Schedule C to the accompanying Management Information Circular of the Corporation dated May 26, 2017 (the “Plan of Arrangement”) was approved by special resolution. Proxies were received with: | |||||||||||||||||
| Votes For | Percent | Votes Against | Percent | |||||||||||||||
| 35,162,361 | 98.90 | 391,249 | 1.10 | |||||||||||||||
Plan of Arrangement
The proposed Plan of Arrangement is subject to final approval by the Court of Queen’s Bench of Alberta (the “Final Order”) and meeting the minimum listing requirements to have the preferred shares listed. The hearing to seek the Final Order approving the Plan of Arrangement has been set for July 5, 2017.
There are currently 58,662,892 common shares of the Corporation outstanding. Subsequent to the completion of the proposed Plan of Arrangement, there will be 43,934,032 common shares outstanding after 67,667 common shares held by odd lot shareholders are redeemed for $0.155 each in cash and 14,661,193 shares are exchanged for a total of 1,136,242 preferred shares.
Anyone trading in the shares of the Corporation are warned that upon completion of the proposed Plan of Arrangement, any common shares they acquire now until the completion of the Plan of Arrangement are subject to an automatic exchange of the common shares they acquire into preferred shares of the Corporation pursuant to the Plan of Arrangement.
Private Placement
Concurrent with the proposed Plan of Arrangement, the Corporation is pursuing a private placement of preferred shares for a maximum of $5 million. The board of directors of the Corporation has determined that it is in the best interests of the Corporation to reduce the minimum private placement from $3 million as originally contemplated to $2 million. The private placement is expected to close shortly after the completion of the Plan of Arrangement, on or about July 5, 2017. The board of directors of the Corporation have committed $770,000 to the private placement.
About Critical Control
Critical Control provides solutions for the collection, control and analysis of measurement and operational data related to oil and gas wells across North America. We provide services to capture the data, cloud-based software to visualize and manage it, and the business intelligence to make quicker and more informed operational decisions.