- Approximately 79% of votes cast at the Meeting were voted in favour of the Transaction
CALGARY, AB, May 27, 2026 /CNW/ - SECURE Waste Infrastructure Corp. ("SECURE" or the "Corporation") (TSX: SES) announced that SECURE shareholders ("Shareholders") have overwhelmingly voted in favour of the previously announced transaction (the "Transaction") with GFL Environmental Inc. ("GFL") at the Corporation's special meeting of shareholders held earlier today (the "Meeting").
The special resolution approving the Transaction required approval by: (i) at least 66 2/3% of the votes cast by Shareholders present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, excluding those votes attached to SECURE shares held by Shareholders required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The voting results from the Meeting are as follows:
| Number of Votes | Percentage of Votes Cast |
For | Against | For | Against |
SECURE shareholders | 134,582,554 | 36,193,703 | 78.81 % | 21.19 % |
Minority Shareholders | 131,880,665 | 36,193,703 | 78.47 % | 21.53 % |
For additional details regarding the voting results for the Meeting, see SECURE's Report of Voting Results filed pursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations available on SECURE's profile on SEDAR+ at www.sedarplus.ca.
As previously announced, under the terms of the arrangement agreement, GFL will acquire all of the issued and outstanding common shares of SECURE through a combination of GFL subordinate voting shares and cash.
SECURE's application to the Court of King's Bench of Alberta (the "Court") for a final order in respect of the Transaction is expected to take place on May 28, 2026. The Transaction remains subject to customary closing conditions, including Court and regulatory approvals, and is expected to close in the second half of 2026.
Additional information regarding the Transaction is available in SECURE's management information circular dated April 24, 2026, available under SECURE's profile on SEDAR+ at www.sedarplus.ca and on the Corporation's website, https://secure.ca/gfl-transaction.
ABOUT SECURE
SECURE is a leading waste management and energy infrastructure business headquartered in Calgary, Alberta, with an extensive network of assets across western Canada and North Dakota. Through its Waste Management segment, SECURE operates long-life, permitted processing, recovery, and disposal infrastructure that supports the safe, efficient, and environmentally responsible management of waste from energy and industrial activity, including the recycling of metals and recovered oil and the use of specialty chemical solutions to reduce waste intensity and improve operational efficiency. SECURE's Energy Infrastructure segment includes crude oil pipelines, terminals, and storage facilities that optimize, store, and transport crude oil to market, enhancing customer value through product quality optimization, improved pricing, and reduced emissions while protecting the environment.
SECURE's shares trade under the symbol SES and are listed on the Toronto Stock Exchange.
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this press release constitute "forward-looking statements" and/or "forward-looking information" within the meaning of applicable securities laws (collectively referred to as "forward-looking statements"). When used in this press release, the words "achieve", "advance", "anticipate", "believe", "can be", "capacity", "commit", "continue", "could", "deliver", "drive", "enhance", "ensure", "estimate", "execute", "expect", "focus", "forecast", "forward", "future", "goal", "grow", "integrate", "intend", "may", "maintain", "objective", "ongoing", "opportunity", "outlook", "plan", "position", "potential", "prioritize", "realize", "remain", "result", "seek", "should", "strategy", "target", "will", "would" and similar expressions, as they relate to SECURE and its management, are intended to identify forward-looking statements. Such statements reflect the current views of SECURE and speak only as of the date of this press release. In particular, this press release contains or implies forward-looking statements pertaining to, but not limited to: the satisfaction of remaining closing conditions, including Court and regulatory approvals; and the expected timing of closing of the Transaction.
Forward-looking statements are based on certain assumptions that SECURE has made in respect thereof as at the date of this press release regarding, among other things: the satisfaction of the remaining conditions to closing of the Transaction, including Court and regulatory approvals; the completion of the Transaction on anticipated terms and timing; that actions by third parties, including governmental and regulatory authorities, do not delay, restrict or otherwise adversely affect completion of the Transaction; and other assumptions described in the management information circular, SECURE's Annual Information Form for the year ended December 31, 2025 ("AIF") and from time to time in filings made by SECURE with securities regulatory authorities.
Forward-looking statements involve significant known and unknown risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether such results will be achieved. Readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including but not limited to: the risk that the Transaction may be varied or terminated in certain circumstances; risks relating to the outcome of the Transaction, including the risks associated with the receipt of Court, regulatory and other approvals required under the Arrangement Agreement; the risk that other conditions to closing of the Transaction may not be satisfied, or to the extent permitted, waived; the risk that actions by third parties, including any governmental or regulatory authority, could delay or otherwise adversely affect completion of the Transaction; the risk that the anticipated benefits of the Transaction may not be realized and that the results of the combined company could differ from what is currently anticipated; risks related to SECURE's and GFL's business; and other risk factors identified in the Circular, AIF and from time to time in filings made by the Corporation with securities regulatory authorities.
Although forward-looking statements contained in this press release are based upon what the Corporation believes are reasonable assumptions, the Corporation cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements in this press release are made as of the date hereof and are expressly qualified by this cautionary statement. Unless otherwise required by applicable securities laws, SECURE does not intend, or assume any obligation, to update these forward-looking statements.
Further information regarding the assumptions and risks inherent in the making of forward-looking statements and in respect of the Transaction is set out under the headings "Forward-Looking Statements" and "Risk Factors" in the Circular, as well as in SECURE's other public disclosure documents, which are available on SEDAR+ at www.sedarplus.ca.
SOURCE SECURE Waste Infrastructure Corp.
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/May2026/27/c5845.html
For further information: Allen Gransch, President and Chief Executive Officer; Chad Magus, Chief Financial Officer, Phone: (403) 984-6100, Email: ir@secure.ca; Media: Dan Gagnier / Riyaz Lalani, SECURE@gagnierfc.com