CALGARY, June 5, 2019 /PRNewswire/ - OBSIDIAN ENERGY LTD.
(TSX – OBE, NYSE – OBE.BC) ("Obsidian Energy" or the
"Company") is pleased to announce that at its annual and
special meeting of shareholders held on June
5, 2019, Obsidian Energy's shareholders approved all
resolutions outlined in the Notice of 2019 Annual and Special
Meeting and Management Proxy Circular dated April 15, 2019 (the "Information
Circular"), which is available on SEDAR at www.sedar.com, on
EDGAR at www.sec.gov, and on Obsidian Energy's website at
www.obsidianenergy.com
The Company filed articles of amendment on June 5, 2019 to effect the consolidation of the
common shares of the Company on the basis of a consolidation ratio
of seven old common shares to one new common share (the "Common
Share Consolidation"). No fractional common shares will
be issued pursuant to the Common Share Consolidation. In lieu of
any such fractional common shares, each registered shareholder of
the Company otherwise entitled to a fractional common share
following the implementation of the Common Share Consolidation will
receive the nearest whole number of post-consolidation common
shares.
Letters of transmittal will be mailed to registered shareholders
of the Company on June 6, 2019 and
such registered holders are required to deposit their share
certificate(s), together with the duly completed letter of
transmittal, with AST Trust Company (Canada), the Company's registrar and transfer
agent. Non-registered shareholders holding common shares
through an intermediary (a securities broker, dealer, bank or
financial institution) should be aware that the intermediary may
have different procedures for processing the Common Share
Consolidation than those that will be put in place by the Company
for registered shareholders. If shareholders hold their common
shares through an intermediary and they have questions in this
regard, they are encouraged to contact their intermediaries.
Trading on a post-consolidation basis will commence on both the
New York Stock Exchange and Toronto Stock Exchange on or about
June 10, 2019.
1. Appointment of Auditor
By resolution passed by show of hands, Ernst & Young LLP,
Chartered Accountants, was appointed as auditor of Obsidian Energy
for the ensuing year.
2. Election of Directors
By resolutions passed by ballot vote, the following eight
nominees proposed by management were elected as directors of the
Company to hold office until the next annual meeting of
Shareholders or until their successors are elected or
appointed:
Name of
Nominee
|
|
|
|
|
|
Votes
For
|
Percent
|
Votes
Withheld
|
Percent
|
John
Brydson
|
164,297,713
|
86.79%
|
24,998,999
|
13.21%
|
Raymond D.
Crossley
|
147,580,742
|
77.96%
|
41,715,970
|
22.04%
|
Michael J.
Faust
|
164,344,034
|
86.82%
|
24,952,678
|
13.18%
|
William A.
Friley
|
147,650,568
|
78.00%
|
41,646,144
|
22.00%
|
Maureen Cormier
Jackson
|
146,847,053
|
77.58%
|
42,449,659
|
22.42%
|
Edward H.
Kernaghan
|
158,840,080
|
83.91%
|
30,456,632
|
16.09%
|
Stephen
Loukas
|
162,598,322
|
85.90%
|
26,698,390
|
14.10%
|
Gordon
Ritchie
|
163,267,417
|
86.25%
|
26,029,295
|
13.75%
|
3. Non-Binding Advisory Vote on the
Corporation's Approach to Executive Compensation
By resolution passed by ballot vote, an advisory resolution was
passed to approve the Company's approach to executive compensation
as outlined in the Information Circular. The results of the
ballot were as follows:
Votes
For
|
Percent
|
Votes
Withheld
|
Percent
|
154,143,435
|
81.43%
|
35,152,624
|
18.57%
|
4. Approval of Share Consolidation
By resolution passed by ballot vote, a special resolution was
passed to authorize and approve the filing of Articles of Amendment
to consolidate the issued and outstanding common shares of the
Company on the basis of seven old common shares for one new share,
as outlined in the Information Circular. The results of the
ballot were as follows:
Votes
For
|
Percent
|
Votes
Withheld
|
Percent
|
245,773,172
|
80.43%
|
59,802,548
|
19.57%
|
Forward-Looking Statements
Certain statements contained in this document constitute
forward-looking statements or information (collectively
"forward-looking statements"). Forward-looking statements are
typically identified by words such as "anticipate", "continue",
"estimate", "expect", "forecast", "budget", "may", "will",
"project", "could", "plan", "intend", "should", "believe",
"outlook", "objective", "aim", "potential", "target" and similar
words suggesting future events or future performance. In
particular, this document contains forward-looking statements
pertaining to, without limitation, the following: the expected date
for mailing of letters of transmittal to registered shareholders
and the expected date that the common shares will trade on a
post-consolidation basis on the Toronto Stock Exchange and New York
Stock Exchange. All statements, other than statements of
historical facts, that address activities that Obsidian Energy
assumes, plans, expects, believes, projects, aims, estimates or
anticipates (and other similar expressions) will, should or may
occur in the future are forward-looking statements. The
forward-looking statements provided in this news release are based
on management's current belief, based on currently available
information, as to the outcome and timing of future events.
Obsidian Energy cautions that its intention to proceed with the
Common Share Consolidation and other forward-looking statements
relating to Obsidian Energy are subject to all of the risks and
uncertainties normally incident to such endeavors. These risks
relating to Obsidian Energy include, but are not limited to, the
risk that trading on a post-consolidation basis will not take
effect when expected and other risks as described in reports
(including, without limitation, under the heading "Risk Factors" in
the Company's Annual Information Form for the year ended
December 31, 2018) on file with
Canadian and US securities regulatory authorities and may be
accessed through the SEDAR website (www.sedar.com), through the SEC
website (www.sec.gov), and at Obsidian Energy's website
(www.obsidianenergy.com).
The forward-looking statements contained in this document speak
only as of the date of this document. Except as expressly required
by applicable securities laws, we do not undertake any obligation
to publicly update any forward-looking statements. The
forward-looking statements contained in this document are expressly
qualified by this cautionary statement.
Obsidian Energy shares are listed on both the Toronto Stock
Exchange (symbol "OBE") and New York Stock Exchange (symbol
"OBE.BC"). All figures are in Canadian dollars unless otherwise
stated.
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SOURCE Obsidian Energy Ltd.