Shareholders Meeting Adjourned

On Wednesday, November 9, 2016, Mr. Justice Johnston of the Supreme Court of British Columbia heard an Application brought by Mr. Radford and Mr. Lacey (the “Dissidents”) seeking to restrict Purcell and Mr. MacMillan from taking certain steps and seeking to appoint an additional director selected by the Dissidents to Purcell’s Board.  Purcell first received materials concerning the hearing on Sunday, November 6, 2016.  Because the hearing was brought on short notice, the relief sought by the Dissidents was all interim relief pending a further hearing concerning the main issues raised by the Dissidents.

Purcell expressed the view to the Court that the annual general meeting scheduled for today, November 10, 2016 (the “Shareholder Meeting”) should be adjourned pending the main hearing, since the results of that hearing would likely impact the voting at the Shareholder Meeting.  The Dissidents’ counsel asked the Court to have the Shareholder Meeting go forward but not count the vote until the main hearing later in November 2016.

Mr. Justice Johnston agreed with Purcell’s approach and ordered that the Shareholder Meeting be adjourned.

The Shareholder Meeting will now be held within 30 days of the decision concerning the main hearing.  The Dissident’s petition is scheduled to be heard in late November, so at this stage, the Shareholder Meeting is unlikely to be held until December or January at the earliest.

In making his decision to adjourn the Shareholder Meeting, Mr. Justice Johnston commented that he was attracted to the argument that the shareholders of Purcell should be fully armed with information prior to making a decision at the Shareholder Meeting.  

Mr. Justice Johnston also directed the parties to provide names for an experienced corporate solicitor to act as independent chair of the Shareholder Meeting.  Purcell is currently working on this and is hopeful that the parties will be able to agree on an independent chair for the Shareholder Meeting.

Mr. Justice Johnston denied the orders sought by the Dissidents on an interim basis.  The main application will proceed on November 28 and 29.





NOTICE IS HEREBY GIVEN that the adjourned 2016 Annual General Meeting (the “Meeting”) of Purcell Basin Minerals Inc. (the “Corporation”) originally called to be held at 8:00 p.m. (local time) on November 10, 2016, will be reconvened at 7:00 p.m. (local time) on Monday, August 7, 2017, in the Heartland Room, Harvest Center, Westerner Park, 4847A – 19 th Street, Red Deer, Alberta. Doors will open at 6:00 p.m. (local time).

The Meeting was requisitioned by certain shareholders of the Corporation in accordance with the provisions of the British Columbia Business Corporations Act.

The Corporation has fixed October 28, 2016 (the “Record Date”), as the record date for determining persons eligible to receive notice of and vote at the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting in person or who complete a valid proxy will be entitled to vote or have their common shares voted at the Meeting.

The Meeting will be held for the following purposes :

1. To determine the number of directors of the Corporation;

2. To elect the directors of the Corporation for the ensuing year;

3. To approve the appointment an auditor for the Corporation for the ensuing financial year

and to authorize the directors to fix their remuneration; and

4. To transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Please advise the Corporation of any change in your address.

DATED at Red Deer, Alberta, this 24 th day of July, 2017.



By: (signed) “Reg Radford”

Reg Radford, by Power of Attorney on behalf of

Brendan S. MacMillan, Director and President

Purcell Basin Minerals Inc.

July 24, 2017

Dear Shareholder of Purcell Basin Minerals Inc.:

As you may be aware, the annual general meeting of shareholders (the “AGM”) of Purcell Basin Minerals Inc. (the “Company”) originally set to be held on November 10, 2016, was adjourned pending results of an application made in the Supreme Court of British Columbia.

On November 9, 2016, Justice Johnston gave Oral Reasons for Judgment ordering the AGM be adjourned and held instead within 30 days following a decision on the Supreme Court petition.

Reasons for Judgment by The Honourable Mr. Justice D.M. Masuhara with respect to the petition are dated July 10, 2017. As such, the Company is reconvening the AGM for Monday, August 7, 2017, and a Notice of Reconvening of the Adjourned AGM is included with this cover letter.

It you completed and submitted a proxy for the November 10, 2016 AGM, your proxy is still valid and your prior voting instructions will be recognized and your shares voted at the August 7, 2017 reconvened AGM in accordance with your previous proxy instructions.

If you want to revoke your previously delivered proxy, you can do so at any time before it is used. You may do this by (a) attending the reconvened AGM and voting in person; (b) signing a proxy bearing a later date; (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the registered office of the Company at Suite 910 – 800 West Pender Street, Vancouver, British Columbia V6C 2V6; or (d) in any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 5:00 p.m. (Pacific) on Friday, August 4, 2017, the last business day before the day of the reconvened AGM, or any adjournment thereof, or delivered to the person presiding at the AGM before it (or any adjournment) commences. If you revoke your proxy and do not replace it with another that is deposited with the Company before the deadline, you can still vote your shares but to do so you must attend the AGM in person.

If you have questions, please visit the website at (user name: rradford; password: test123)


e-mail (This email address is being protected from spambots. You need JavaScript enabled to view it.) or call Reg Radford – (403) 391 1550 cell.


By: (signed) “Reg Radford”

Reg Radford, by Power of Attorney on behalf of

Brendan S. MacMillan, Former Director and Former President

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