Mr. Alykhan Mamdani reports
CRITICAL CONTROL ANNOUNCES ITS ANNUAL AND SPECIAL MEETING VOTING RESULTS AND PROVIDES UPDATE REGARDING PLAN OF ARRANGEMENT AND PRIVATE PLACEMENT CLOSING
All the motions put forth at Critical Control Energy Services Corp.'s annual and special meeting held in Calgary on June 29, 2017, were approved by the shareholders. The detailed results of the voting are as set out in the attached table.
VOTING RESULTS
1. The number of directors to be elected at the meeting was fixed at not more than six.
Proxies were received.
Votes for Per cent Votes withheld Per cent
35,487,994 100 0 0
2. Each of the director nominees proposed by management of the corporation was
elected. Proxies were received.
Votes for Per cent Votes withheld Per cent
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 reappointed as auditor of the corporation, and authorization was
granted to the directors to fix the remuneration of such auditor. Proxies were
received.
Votes for Per cent Votes withheld Per cent
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, was approved
by special resolution. Proxies were received.
Votes for Per cent Votes against Per cent
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 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 15.5 cents 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 is warned that upon completion of the proposed plan of arrangement, any common shares acquired now until the completion of the plan of arrangement are subject to an automatic exchange of the common shares acquired 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 has committed $770,000 to the private placement.
About Critical Control Energy Services Corp.
Critical Control provides solutions for the collection, control and analysis of measurement and operational data related to oil and gas wells across North America. The company provides services to capture the data, cloud-based software to visualize and manage them, and the business intelligence to make quicker and more informed operational decisions.
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