CALGARY, AB, April 14, 2021 /CNW/ -- Bonterra Energy Corp.
(www.bonterraenergy.com) (TSX: BNE) ("Bonterra" or the "Company")
today announces that Mr. D. Michael G.
Stewart has been appointed Chair of the Board of Directors
(the "Board") effective immediately, assuming the role from Mr.
George Fink, who remains an active
Director on the Board and the Company's Chief Executive Officer. In
addition, Bonterra's Board has approved certain amendments to the
Company's by-laws (the "By-Law Amendments"), including the adoption
of an advance notice requirement in connection with nominations of
directors by shareholders of Bonterra.
Board Changes
The separation of Board Chair and CEO is common practice and it
reflects Bonterra's commitment to maintaining corporate governance
standards and Board renewal efforts that align with best practices.
Mr. Stewart was appointed to the Board on March 17, 2021 and brings more than 40 years of
experience in the Canadian energy industry, along with deep
expertise across all facets of corporate governance and an
extensive track record serving as a corporate director.
In addition, Mr. Randy Jarock,
who has been a director of Bonterra since 2012, has advised the
Board that he does not intend to stand for re-election at the
Company's upcoming annual and special meeting of shareholders to be
held on May 20, 2021. Bonterra wishes
to thank Randy for his more than 25 years of service to the
Company, at first in a Senior Management position, followed by his
role as a Director. We wish Randy all the best in his future
endeavours.
By-Law Amendments
The Company's by-laws were amended to provide a clear process
for shareholders to follow for director nominations, and will help
ensure that all shareholders receive adequate notice and
information about director nominees in order to exercise their
voting rights in an informed manner (the "Advance Notice By-law").
The Advance Notice By-law is similar to the advance notice by-laws
adopted by many other Canadian public companies.
Among other things, the Advance Notice By-law fixes deadlines by
which shareholders must notify the Company of director nominations
prior to any annual or special meeting of shareholders where
directors are to be elected. It also sets forth the information
about the proposed nominee and the nominating shareholder that a
shareholder must include in the notice for it to be valid.
In the case of an annual meeting of shareholders, notice to the
Company must be made not less than 30 days prior to the date of the
annual meeting; provided, however, that in the event that the
annual meeting is called for a date that is less than 50 days after
the date on which the first public announcement of the date of the
annual meeting was made, notice may be made not later than the
close of business on the 10th day following such public
announcement. In the case of a special meeting of shareholders
(which is not also an annual meeting), notice to the Company must
be made not later than the close of business on the 15th
day following the day on which the first public announcement of the
date of the special meeting was made.
The By-Law Amendments also increase the quorum required for the
transaction of business at meetings of shareholders from two
persons present and holding or representing by proxy not less than
5% of the shares entitled to be voted at the meeting to two persons
present and holding or representing by proxy not less than 25% of
the shares entitled to be voted at the meeting.
The By-Law Amendments are effective immediately and will be
placed before shareholders for approval, confirmation and
ratification at the upcoming Annual and Special Meeting of
Shareholders of the Company (the "Meeting"), to be held on
May 20, 2021. Pursuant to the
provisions of the Canada Business Corporations Act, the By-Law
Amendments will cease to be effective unless they are approved,
ratified and confirmed by a resolution adopted by a majority of the
votes cast by the shareholders of the Company at the Meeting.
The full text of the amended and restated by-laws is available
under the Company's profile at www.sedar.com.
Bonterra Energy Corp. is a conventional oil and gas production
corporation with operations in Alberta, Saskatchewan and British Columbia, focused on long term
sustainable growth and value creation for its shareholders. The
Company's shares are listed on The Toronto Stock Exchange under the
symbol "BNE".
SOURCE Bonterra Energy Corp.
