CALGARY, ALBERTA–(Marketwired – May 31, 2017) – Canyon Services Group Inc. („Canyon„) (TSX:FRC) is pleased to announce that at its annual and special meeting of shareholders (the „Meeting„) held earlier today, holders („Canyon Shareholders„) of common shares of Canyon („Canyon Shares„) approved the previously announced plan of arrangement (the „Arrangement„) involving Trican Well Service Ltd. („Trican„), Canyon and the securityholders of Canyon.
A total of 57,987,084 Canyon Shares (approximately 67.02% of the issued and outstanding Canyon Shares) were represented at the Meeting in person or by proxy. The Arrangement was approved by 99.79% of the votes cast by Canyon Shareholders, either in person or by proxy at the Meeting, and by 99.78% of the votes cast by Canyon Shareholders, either in person or by proxy at the Meeting, after excluding the votes cast by an officer of Canyon in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Canyon expects to apply for the final approval of the Court of Queen’s Bench of Alberta of the Arrangement on June 1, 2017 and assuming such order is granted on the terms and conditions contemplated by Canyon and Trican, closing of the Arrangement is expected to occur on June 2, 2017.
At the Meeting, Canyon Shareholders also approved, among other annual matters, the election of seven nominees of Canyon as directors of Canyon, with Canyon Shares represented at the Meeting voting by way of ballot in favour and withheld from voting for each of the individual nominees as follows:
|Nominee||Outcome of Vote||Votes For||Votes Withheld|
|Bradley P.D. Fedora
Raymond P. Antony
Neil M. MacKenzie
M. Scott Ratushny
Pat G. Powell
If the Arrangement is completed as planned, such individuals intend to resign as directors of Canyon at closing of the Arrangement. If the Arrangement is not completed, such individuals will hold office until the next annual meeting of Canyon Shareholders or until their successors are duly elected or appointed.
For details of the voting results on the other matters considered at the Meeting, see Canyon’s Report of Voting Results filed pursuant to National Instrument 51-102 on www.sedar.com.
FORWARD LOOKING STATEMENTS: This press release contains forward-looking statements. More particularly, this press release contains statements concerning the timing and receipt of the final order and the expected closing date of the Arrangement. The forward-looking statements contained herein are based on certain key expectations and assumptions made by Canyon, including but not limited to expectations and assumptions concerning the ability to obtain the final order on the terms contemplated by the parties, to complete the Arrangement on the terms and on the timing contemplated by management, and the assumption that all necessary conditions will be met for the completion of the Arrangement. Although Canyon 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 they 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 of Canyon and Trican to obtain necessary approvals, or to otherwise satisfy the conditions to completion of the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of each of Canyon and Trican to otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. The forward-looking statements contained in this press release are made as of the date hereof and Canyon does not undertake any 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.