CALGARY, ALBERTA--(Marketwired - May 23, 2013) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Arsenal Energy Inc. (TSX:AEI) (PINKSHEETS:AEYIF) (" Arsenal " or the " Company ") is pleased to announce that the Arsenal board of directors (the " Board ") has adopted an advance notice by-law (the " Advance Notice By-law ").
On May 21, 2013, the Board approved the adoption of the Advance Notice By-law. The Advance Notice By-law, among other things, 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 Advance Notice By-law fixes a deadline by which holders of record of common shares of Arsenal 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 Advance Notice By-law.
In the case of an annual general meeting of shareholders, notice to the Corporate Secretary of the Company must be made not less than 30 nor more than 65 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 to be held on a date that, is less and 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 (10 th ) 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 Corporate Secretary of the Company must be made not later than the close of business on the fifteenth (15 th ) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.
The Advance Notice By-law is effective and in full force and effect as of May 21, 2013. In accordance with the terms of the Advance Notice By-law, the Advance Notice By-law will be put to shareholders of the Company for approval at its next meeting of shareholders to be held on June 27, 2013. If the Advance Notice By-law is not confirmed at the meeting by ordinary resolution of shareholders, the Advance Notice By-law will terminate and be of no further force and effect following the termination of the shareholders meeting.
The full text of the Advance Notice By-law will be available via SEDAR at www.sedar.com .
To receive Company news releases via e-mail, please advise info@arsenalenergy.com and specify "Arsenal Press Releases" in the subject line.
Forward Looking Statements
This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws. The forward-looking statements contained in this document are based on certain key expectations and assumptions made by Arsenal.
Although Arsenal believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Arsenal 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. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure to obtain necessary regulatory and shareholder approvals, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), commodity price and exchange rate fluctuations and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. Certain of these risks are set out in more detail in Arsenal's Annual Information Form which has been filed on SEDAR and can be accessed at www.sedar.com and Arsenal's other public disclosure documents which have been filed on SEDAR and can be accessed at www.sedar.com .
The forward-looking statements contained in this press release are made as of the date hereof and Arsenal 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.
