CLEARVIEW ANNOUNCES WITHDRAWAL OF SHAREHOLDER REQUISITION AND REFRESHED BOARD SLATE
CALGARY, AB, May 6, 2025 /CNW/ - Clearview Resources Ltd. (" Clearview" or the " Company") announces that it has reached an amicable settlement with Walter van Woudenberg, Harold Pine, Todd McAllister, Ian MacKellar (the " Requisition Group") and the withdrawal of the shareholder meeting requisition announced March 3, 2025 pursuant to section 142 of the Business Corporations Act (Alberta) (the " Requisition").
As part of the settlement, Clearview, the Requisition Group and certain associates thereof (collectively, the " Settlement Parties") entered into a standstill and support agreement (the " Standstill Agreement"), specifying customary restrictions and covenants of each party, including, among other things:
Withdrawal of the Requisition by the Requisition Group; and
Agreement to a standstill covenant for a period of two years pursuant to which the Requisition Group and certain associates thereof shall not, among other things, engage in any solicitation of proxies with respect to the voting of Clearview securities or seek, alone or in concert with others, to make a bid for or requisition or call a meeting of securityholders of Clearview, to nominate any candidate for election to the board of directors (the " Board") or to otherwise alter the composition of the Board, including not to solicit proxies, directly or indirectly, in connection with the annual and special meeting of shareholders of the Company (the " Meeting") scheduled for May 28, 2025.
At such Meeting and pursuant to the Standstill Agreement, certain incumbent directors of the Company, being Mr. Rod Hume, Mr. David Vankka and Mr. Bruce Francis, will be nominated for re-election, and three mutually agreed upon individuals, being Mr. Craig Hauer, Mr. Steven Glover and Mr. Edward (Ted) McFeely, will be nominated for election (together, the " Board Nominees"). To facilitate the transition to the new Board, Patricia Saputo has agreed to not stand for re-election at the Meeting.
"We are happy that we were able to reach a settlement and look forward to focusing on creating growth and value for our shareholders", said Rod Hume, President and Chief Executive Officer of Clearview. "Ms. Saputo played an instrumental role in reaching an amicable settlement with the requisition group. On behalf of the existing board, management and employees of Clearview, I would like to sincerely thank Ms. Saputo for her contribution and dedication to the Company during her time on the board."
In addition to the Standstill Agreement, certain key shareholders of Clearview have entered into support agreements with the Company, whereby such shareholders, on their own behalf and on behalf of their representatives and affiliates, support and promise to use commercially reasonable efforts to solicit proxies for the election of each of the Board Nominees at the Meeting and at the 2026 annual general meeting (collectively, the " Support Agreements").
Collectively, the Standstill Agreement and the individual Support Agreements represent approximately 7.275 million or 61.6% of the outstanding shares of the Company.
The foregoing descriptions of the Standstill Agreement and the Support Agreements are not intended to be an exhaustive description of their respective terms and conditions and, in each case, are qualified in their entirely by the full text of the Standstill Agreement and Support Agreements, respectively, a copy of which will be made available under Clearview's SEDAR+ profile accessible at www.sedarplus.ca.
Cautionary Note Regarding Forward-Looking Information
This news release contains forward-looking information and forward-looking statements (collectively, " forward-looking information"). Such forward-looking information is provided to inform the Company's shareholders and potential investors about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "anticipate", "proposed", "estimates", "would", "expects", "intends", "plans", "may", "will", and similar expressions, although not all forward-looking information contain these identifying words.
More particularly and without limitation, the forward‐looking information in this news release includes expectations concerning the Meeting and timing thereof; and expectations regarding matters that may be voted upon at the Meeting. Forward-looking information is based on a number of factors and assumptions that have been used to develop such information but which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. The forward-looking information in this news release reflects the Company's current expectations, assumptions and/or beliefs based on information currently available to the Company. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement.
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