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



    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:

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

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KELMAN TECHNOLOGIES INC.

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