Black Diamond Group Limited

Black Diamond Group Limited

March 05, 2015 19:19 ET

Black Diamond Appoints Marshall McRae to Board of Directors and Adopts Advance Notice By-Law

CALGARY, ALBERTA--(Marketwired - March 5, 2015) - Black Diamond Group Limited ("Black Diamond" or the "Company") (TSX:BDI), a leading provider of workforce accommodation and modular workspace solutions, today announced the approval by its board of directors (the "Board") of an advance notice by-law (the "By-Law") and the appointment of Marshall McRae to Black Diamond's Board of Directors.

Appointment of Marshall McRae to Board of Directors

Marshall McRae has been appointed to Black Diamond's Board of Directors effective March 4, 2015.

Based in Calgary, Alberta, Mr. McRae is currently an independent financial and management consultant with over 30 years of senior operations and financial management experience with a number of publicly traded and private companies spanning the oil and gas, environmental services and retail industries. Mr. McRae was Executive Vice President of the Company until the end of 2014, which followed him serving as Interim Executive Vice President and Chief Financial Officer of the Company. He is currently a director and the chair of the audit committees of Athabasca Oil Corporation and Gibson Energy Inc. Mr. McRae has a Bachelor of Commerce degree, with Distinction, from the University of Calgary, and a Chartered Accountant designation from the Institute of Chartered Accountants of Alberta.

Adoption of Advance Notice By-Law

The By-Law is effective and in full force and effect as of March 4, 2015. Among other things, it includes a provision that requires advance notice to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to: (i) a "proposal" made in accordance with section 136(1) of the Business Corporations Act (Alberta) (the "Act"); or (ii) a requisition of the shareholders made in accordance with section 142(1) of the Act.

Among other things, the By-Law fixes a deadline by which holders of record of common shares of Black Diamond must submit director nominations to the Corporate Secretary of the Company prior to any annual or special meeting of shareholders and sets forth the specific information that a shareholder must include in the written notice to the Corporate Secretary of the Company for an effective nomination to occur. No person will be eligible for election as a director of the Company unless nominated in accordance with the provisions of the By-Law.

In the case of an annual meeting of shareholders, notice to the Corporate Secretary of the Company must be made not less than 30 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that, is less than 50 days after the date (the "Notice Date") on which the first public announcement of the date of the annual meeting was made, notice by the nominating shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date. In the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Corporate Secretary of the Company must be made not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

In accordance with the terms of the By-Law, the By-Law will be put to shareholders of the Company for approval at its upcoming annual and special meeting of shareholders currently scheduled to be held on May 7, 2015. If the By-Law is not confirmed at the meeting by ordinary resolution of shareholders, the By-Law will terminate and be of no further force and effect following the termination of the shareholders meeting. The full text of the By-Law is available via SEDAR at

About Black Diamond

Black Diamond rents and sells portable workforce accommodation and workspace solutions to business customers in Canada, the United States and Australia. In addition to providing turnkey lodging and other support services related to remote workforce accommodation and workspaces, we also provide specialized field rentals to the oil and gas industries of Canada and the United States. From twenty locations around the world, we serve multiple sectors including oil and gas, mining, power, construction, engineering, military, government and education.

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