CALGARY, April 29, 2013 /CNW/ - TriOil Resources Ltd.
("TriOil" or the "Company" - TSXV:TOL) announces the
appointment of Glen D. Roane as a
director of the Company and the adoption of an advance notice bylaw
(the "Bylaw"). In addition, the Company confirms that its
annual general and special meeting of shareholders will be held on
Tuesday, June 25, 2013 (the
"Shareholders Meeting").
Appointment of New Director
The board of directors (the "Board") has
appointed Mr. Roane to serve as a member of the Board. Mr. Roane
will also serve as a member of the independent committee of
directors who have been charged with the responsibility of
overseeing the strategic alternatives process that the Company is
currently undertaking.
Mr. Roane is a corporate director and currently
serves as a director of Enerplus Corp., Badger Daylighting Ltd.,
Logan International Inc., SilverBirch Energy Corporation and the
GBC American Growth Fund. Mr. Roane is also a former member of the
Alberta Securities Commission. Previously he also served as a board
member of many TSX-listed companies and private companies including
Repap Enterprises Inc., Ranchero Energy Inc., Forte Resources Inc.,
Valiant Energy Inc., Maxx Petroleum Ltd., UTS Energy Corporation,
Destiny Resource Services Ltd., NQL Energy Services Inc., Severo
Energy Ltd., Flexpipe Systems Inc., and Tarpon Energy Services Ltd.
Mr Roane retired from TD Asset Management Inc., a subsidiary of The
Toronto-Dominion Bank in 1997. Previously he was a founding partner
of Lancaster Financial Inc., a financial advisory and investment
management firm and was formerly employed by Burns Fry Limited and
by the Toronto Dominion Bank. Mr. Roane holds a Bachelor of Arts
(1977) and an MBA (1979) from Queen's University in Kingston, Ontario and holds the ICD.D
designation.
Approval of Advance Notice By-Law
The Bylaw, as approved by the Board, includes,
among other things, 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) or a
requisition of the shareholders made in accordance with section
142(1) of the Act.
Among other things, the Bylaw fixes a deadline
by which holders of record of common shares of TriOil must submit
director nominations to the Chief Financial Officer 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 Chief Financial Officer 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 Bylaw.
In the case of an annual general meeting of
shareholders, notice to the Chief Financial Officer 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 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 general meeting) of shareholders called for the
purpose of electing directors (whether or not called for other
purposes), notice to the Chief Financial Officer 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.
The Bylaw is effective and in full force and
effect as of the date hereof. In accordance with the terms of
the Bylaw, the Bylaw will be put to shareholders of the Company for
approval at the Shareholders Meeting. If the Bylaw is not
confirmed at the Shareholders Meeting by ordinary resolution of
shareholders, the Bylaw will terminate and be of no further force
and effect following the termination of the Shareholders
Meeting.
The full text of the Bylaw is available via
SEDAR at www.sedar.com or upon request by contacting the Chief
Financial Officer of the Company at (403) 798-2764 or by email at
clowe@trioilresources.com.
Shareholders Meeting
The Shareholders Meeting has been scheduled to
be held on Tuesday, June 25, 2013 at
2:00 p.m. (Calgary time) at The Metropolitan Conference
Centre, 333 Fourth Ave S.W., Calgary,
Alberta. Additional details of the Shareholders Meeting,
including the matters to be considered, will be included in the
management information circular to be mailed to shareholders and
filed on SEDAR at www.sedar.com prior to the Shareholders Meeting
in accordance with applicable corporate and securities laws.
About TriOil
TriOil is a Calgary,
Alberta based company engaged in the exploration,
development and production of petroleum and natural gas. TriOil has
approximately 64.0 million class A shares issued and outstanding
(70.0 million diluted). The class A shares of TriOil trade on the
TSX Venture Exchange under the symbol "TOL".
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policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
SOURCE TriOil Resources Ltd.