This press release does not constitute an offer to sell or a solicitation
of any offer to buy the common shares in the United States. The common
shares have not been and will not be registered under the U.S. Securities
Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of such Act.
CALGARY, Aug. 14 /CNW/ - Kelman Technologies Inc. ("Kelman") (TSXV: KTI)
announces that it has filed articles of amendment to effect as at August 14,
2009 the consolidation of its issued and outstanding common shares on the
basis of one (1) post-consolidation common share for every eighty (80)
pre-consolidation common shares held.
The share consolidation was approved by the shareholders at Kelman's
annual and special meeting of shareholders held on June 15, 2009. Kelman
expects to begin trading on a post-consolidation basis at the opening of
trading on Tuesday, August 18, 2009.
No fractional common shares have been issued as a result of the
Shareholders whose common shares would have been consolidated into less
than one (1) whole post-consolidation common share as a result of the
consolidation (that is, shareholders who pre-consolidation owned less than
eighty (80) common shares) were not entitled to receive any fractional common
shares and instead are entitled to receive payment for their pre-consolidation
common shares. Shareholders who held more than one (1) whole common share
post-consolidation (that is, shareholders who pre-consolidation owned eighty
(80) or more common shares) will not be eligible for the fractional purchase.
If as a result of the consolidation, such a shareholder would have been
otherwise entitled to a fraction of a post-consolidation common share, the
number of post-consolidation common shares issued to such shareholder has been
rounded up to the next whole number.
Prior to the consolidation, Kelman had 41,635,084 common shares issued
and outstanding and as a result of the share consolidation, Kelman has 520,393
common shares, which excludes common shares subject to the fractional
purchase, issued and outstanding.
Kelman will be sending a letter of transmittal to its registered
shareholders indicating the procedure to follow to either: (i) exchange their
current share certificates of Kelman for new post-consolidation share
certificates of Kelman, or (ii) if a registered shareholder owned less than
eighty (80) pre-consolidation common shares, to sell and redeem their
fractional interest in such shares at a price of $0.035 per pre-consolidation
share, which is the closing price of the common shares of Kelman on the day
prior to the effective date. Additional copies of this letter may be obtained
by contacting the Company's Transfer Agent and Registrar, CIBC Mellon Trust
Company, at 1-800-387-0825 or 416-643-5500 (in the Toronto area).
Kelman believes that the low trading prices of Kelman's publicly traded
common shares have had a negative impact on the efficient trading of such
common shares and the share consolidation is intended to help alleviate such
A detailed description of the consolidation is contained in the
Corporation's Information Circular that was mailed to our shareholders in
connection with the annual and special meeting held on June 15, 2009. A copy
of the information circular is available under the profile of Kelman
Technologies Inc. at www.sedar.com.
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, and Tripoli, Libya, KTI services oil and gas exploration companies
with a full suite of seismic processing and on-line data management and data
This news release contains statements about Kelman's expectations
regarding the resumption of trading on the Exchange and the prospective impact
of the consolidation on the efficient trading of Kelman's shares that are
forward-looking in nature and, as a result, are subject to certain risks and
uncertainties. Kelman has assumed that a higher trading price will result in
more efficient trading of its common shares. Although Kelman believes that the
expectations reflected in these forward-looking statements are reasonable,
undue reliance should not be placed on them as actual results may differ
materially from the forward-looking statements. The forward-looking statements
contained in this press release are made as of the date hereof, and Kelman
undertakes no obligation to update publicly or revise any forward-looking
statements or information, except as required by law.
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:
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 firstname.lastname@example.org