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Kelman Technologies Inc. - All resolutions passed at annual general and special shareholder meeting

^{Published on 2009-06-18 15:03:49, Last Modified on 2009-06-18 15:04:48 - Market Wire}
 

 CALGARY, June 18 /CNW/ - Kelman Technologies Inc. ("Kelman") (TSXV: KTI) held its annual general and special meeting of shareholders in Toronto on Monday June 15, 2009. A total of approximately 22,220,791 shares were represented in person or by proxy at the meeting. During the business proceedings at the meeting, shareholders were presented Kelman's consolidated financial results for the year ended December 31, 2008 and Q1 2009. The following resolutions were approved: 1. The election of the following 6 Board members until the next annual general meeting: Seymour Epstein Oded O. Levi Victor Peters Rene VandenBrand Michael R. Van Every Paul D. Watson 2. The appointment of KPMG LLP, Chartered Accountants, as auditors of the Corporation until the next annual general meeting of shareholders at such remuneration to be fixed by the board of directors of the Corporation. 3. 92.64 percent in favour of an ordinary resolution by ballot authorizing agreements to refinance a portion of the Corporation's 7.25 percent cumulative Series B Senior Preferred Shares due November 5, 2009 (the "Series B Preferred Shares") and a portion of the 7.25 percent cumulative Series C Senior Preferred Shares due June 30, 2010 (the "Series C Preferred Shares") each as owned by Seyco Operations Limited, a corporation controlled by Seymour Epstein, Chairman of the Board and major shareholder of the Corporation (the "Refinancing"), as set forth in the Information Circular for the Annual and Special Meeting held on June 15, 2009. 4. 92.64 percent in favour of an ordinary resolution by ballot authorizing agreements to refinance the Series B Preferred Shares owned by Victor Peters, a director of the Corporation, and Series C Preferred Shares owned by certain former employees of the Corporation as set forth in the Information Circular for the Annual and Special Meeting held on June 15, 2009. 5. 97.61 percent in favour of a special resolution by ballot authorizing an amendment of the Corporation's articles to effect a consolidation of the common shares of the Corporation on an 80:1 basis as set forth in the Information Circular for the Annual and Special Meeting held on June 15, 2009. 6. An ordinary resolution ratifying certain amendments to By-Law No. 1 of the Corporation as set forth in the Information Circular for the Annual and Special Meeting held on June 15, 2009. 7. An ordinary resolution approving the Stock Option Plan of the Corporation as set forth in the Information Circular for the Annual and Special Meeting held on June 15, 2009. The Refinancing is a related party transaction and, in accordance with Multilateral Instrument 61-101, required approval on a "majority of the minority" basis from the holders of Kelman's common shares. The total votes cast for the Refinancing were 6,578,446. Closing of the Refinancing is expected to occur before the end of June 2009. Kelman Technologies Inc. is a publicly traded Canadian company listed on the TSX Venture Exchange under the trading symbol "KTI". With offices in Calgary and Toronto, Canada, Denver, Houston, and Oklahoma City, United States, London, United Kingdom and Tripoli, Libya KTI services oil and gas exploration companies with a full suite of seismic processing and on-line data management and data archival services. To the extent this press release includes forecasts or forward looking statements about future performance of the company such forecasts or statements are believed to be reasonable by the company but are based upon assumptions in respect of commodity pricing and oil and gas exploration activity levels over the next couple of years. The risks associated with future events are mitigated where possible by Kelman but are uncontrollable and no guarantee of the accuracy of the forecasts or future financial performance of the company is offered. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information: please visit our web site at [ http://www.kelman.com ] or contact Mr. Rene VandenBrand, President and CEO at (281) 293-0537, or by email to [ rene@kelman.com ]