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LEDUC, AB, July 26, 2019 /CNW/ - Hyduke Energy Services Inc. ("Hyduke" or the "Company") (HYD – TSXV) is pleased to announce that, on July 25, 2019, the Company's Board of Directors ("Board") adopted a new incentive option plan (the "Option Plan") and new deferred share unit plan ("DSU Plan").
On May 11, 2015, the Board approved a long-term incentive plan for the Corporation which was subsequently approved by the Company's shareholders at the June 16, 2015 Annual General and Special Meeting of the Shareholders (the "Equity Incentive Plan") and which was amended by the Board on May 26, 2018 and re-approved by the shareholders on June 29, 2018 to incorporate certain housekeeping changes. Pursuant to the Equity Incentive Plan, the Corporation was able to issue stock-based, stock denominated and other long-term incentives to directors, executive officers, employees and consultants of the Corporation and/or its affiliates who were making sustained contributions to the Corporation.
The Option Plan and DSU Plan will supersede and replace the Equity Incentive Plan upon receiving shareholder ("Shareholder") approval at the Company's Annual General and Special Meeting of Shareholders scheduled for August 28, 2019 (disinterested Shareholder approval is required for the DSU Plan). Under the terms of the Equity Incentive Plan, the only awards that were issued and outstanding when the Option Plan and DSU Plan were adopted by the Board were 1,613,272 stock options. All options granted under the Corporation's Equity Incentive Plan will continue under the terms of the Option Plan. On June 24, 2019, the Corporation provided its undertaking to the TSX Venture Exchange (the "TSXV") that no new stock options or deferred share units will be granted until the Option Plan and DSU Plan have obtained shareholder approval and have been reviewed and accepted by the TSXV.
The maximum number of shares that may be issued pursuant to the Option Plan, in combination with the aggregate number of shares which may be issuable under any and all of the Company's share compensation arrangements in existence from time to time, including the Company's DSU Plan, shall not exceed 10% of the total number of issued and outstanding common shares ("Common Shares") of the Company on a particular grant date, on a non-diluted basis, or such greater number of Common Shares as shall have been duly approved by the Board and, if required by the TSXV, by the shareholders of the Company.
The Company has fixed the number of Common Shares that may be issued under the DSU Plan at one million (1,000,000) and this number does not replenish automatically. Once the DSU Plan is adopted, all renewals and amendments are subject to disinterested shareholder approval.
About the Company
Trading on the TSX Venture Exchange under the symbol "HYD", Hyduke Energy Services Inc. is a fabrication and installation business serving the agrifood, municipal, construction and energy markets - both conventional and renewable.
Forward looking information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward-looking statements and information relating to receiving the requisite Shareholder and TSXV approvals of the Option Plan and DSU Plan.
These forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Assumptions have been made with respect to anticipated approvals from the Shareholders and TSXV of the Option Plan and DSU Plan. There is no guarantee that such approvals will be obtained. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information as the Company cannot give any assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure of the Company to obtain the requisite Shareholder and/or TSXV approval of the Option Plan and/or the DSU Plan. Readers are cautioned that the foregoing list of risks and uncertainties is not exhaustive. Other risk factors that could affect the Company's operations or financial results are included in the Company's annual information form and may be accessed through the SEDAR website (www.sedar.com). The forward-looking statements and information contained in this news release are made as of the date hereof and the Company does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, the Company is under no obligation and does not undertake to update this information at any particular time, except as required by law.
Neither the 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.
SOURCE Hyduke Energy Services Inc.
For further information: Pat Ross, President and Chief Executive Officer, Tel 403 528 1095 or Nick Cristiano, Chief Financial Officer, Tel 780 955 0355