Samoth Oilfield Inc.
TSX VENTURE : SCD

August 31, 2015 16:48 ET

Samoth Oilfield Inc. Announces Adoption of Advance Notice By-Law

CALGARY, ALBERTA--(Marketwired - Aug. 31, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

Samoth Oilfield Inc. ("Samoth" or the "Company") (TSX VENTURE:SCD), announced today that the board of directors of Samoth (the "Board" or "Board of Directors") has approved the adoption of an advance notice by-law (the "Advance Notice By-law").

Advance Notice By-law

The Advance Notice By-law requires advance notice to Samoth in circumstances where nominations of persons for election to the Board are made by shareholders other than pursuant to a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Alberta) ("ABCA") or a shareholder proposal made pursuant to the provisions of the ABCA.

Among other things, the Advance Notice By-law fixes a deadline by which shareholders must submit a notice of director nominations to Samoth prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid. In the case of an annual general meeting of shareholders, notice to the Chief Executive Officer of Samoth must be made not less than 30 days prior to the date of the annual general meeting of shareholders; provided, however, that in the event that the annual general meeting of shareholders is called for at 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 must be given 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 general meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Chief Executive Officer of Samoth must be made not later than the close of business on the fifteenth (15th) day following the date on which the first public announcement of the date of the special meeting of shareholders was made.

The purpose of the Advance Notice By-law is to foster a variety of interests of the shareholders and Samoth by ensuring that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, the Advance Notice By-law is intended to provide a reasonable framework for shareholders to nominate directors and should assist in facilitating an orderly and efficient meeting process.

Shareholder Confirmation and Ratification

The TSX Venture Exchange (the "TSXV") has conditionally approved the implementation by the Company of the Advance Notice By-law, subject to, among other things, evidence of shareholder approval.

At the annual general and special meeting of shareholders of Samoth to be held on September 28, 2015, the shareholders will be asked to confirm and ratify the Advance Notice By-law. A copy of the Advance Notice By-law has been filed under Samoth's SEDAR profile at www.sedar.com.

Disclosure regarding forward-looking statements

This press release contains forward looking statements. More particularly, this press release contains statements concerning the Advance Notice By-law, and the approval of the Advance Notice By-law by shareholders of Samoth. Although the Company believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The annual and special meeting of shareholders may be delayed. Shareholders may not approve the Advance Notice By-Law.

The forward looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Samoth Oilfield Inc.
    Leonard D. Jaroszuk
    President and Chief Executive Officer
    Phone: (780) 418-4400
    (780) 915-5999 (FAX)
    ld.jaroszuk@enterpriseoil.ca