Bri-Chem Corp. Reschedules Shareholder Meeting to September 16, 2025 and Announces Adoption of Advance Notice By-Law

Rhea-AI Summary

Bri-Chem Corp (TSX: BRY, OTCQB: BRYFF), a North American oilfield chemical distribution company, has rescheduled its annual general meeting from June 20 to September 16, 2025. The postponement is due to several factors, including the need to address a proxy contest from the Hugghins Group regarding alternative director nominees. Additionally, the company has adopted an Advance Notice By-Law that establishes guidelines for director nominations by shareholders. The by-law requires shareholders to provide timely notice for director nominations: at least 30 days before annual meetings, or within 10 days of the first public announcement if the meeting is less than 50 days away. For special meetings, notice must be given within 15 days of the first public announcement. The Advance Notice By-Law will be presented for shareholder ratification at the rescheduled meeting.

Edmonton, Alberta--(Newsfile Corp. - June 18, 2025) - Bri-Chem Corp. (TSX: BRY) (OTCQB: BRYFF) ("Bri-Chem" or "Company"), a leading North American oilfield chemical distribution and blending company, announces today that it has rescheduled its annual general meeting ("Meeting"), which was originally scheduled for June 20, 2025. The Meeting will now take place on September 16, 2025. The specific time and location of the Meeting are not yet determined but will be announced when the Company files its management information circular and related proxy materials in connection with the Meeting, which is expected to be an annual and special meeting.

Bri-Chem has determined that it is in the best interests of the Company and its shareholders to postpone the Meeting in order to: (i) include at least one additional resolution to be presented to shareholders in respect of the ratification and approval of the Advance Notice By-Law (as defined below), (ii) provide shareholders with notice that a proxy contest exists with respect to certain alternative director nominees being proposed by Barry Hugghins and his joint actors (collectively, the "Hugghins Group"), and (iii) provide all shareholders with sufficient time and adequate information in respect of such alternative nominees, including an opportunity to assess the nominees' Canadian public company experience and related Canadian securities law qualifications, to make an informed voting decision.

The postponement of the Meeting will provide additional time for, among other things:

• a detailed review of the purported experience and qualifications of the proposed nominees;

• the preparation of updated meeting materials that will fully inform shareholders about the important voting decision they face; and

• a determination by the Company's board of directors (the "Board") as to whether there might be an opportunity to have further discussions with Hugghins Group that avoids the distraction and expense of a proxy contest.

Bri-Chem also announces it has adopted By-Law No. Two (the "Advance Notice By-Law") to provide shareholders, directors and management of the Company with guidance on the nomination of directors.

The Advance Notice By-Law is similar to the advance notice by-laws adopted by many other Canadian companies and is intended to:

• ensure that all shareholders receive adequate notice of director nominations and sufficient time and information with respect to all nominees to make appropriate deliberations and register an informed vote; and

• facilitate an orderly and efficient process for annual or special meetings of shareholders of the Company.

The Advance Notice By-Law is the framework by which a deadline is fixed for shareholders to submit director nominations prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice for it to be in proper written form. It is the belief of the Board that the Advance Notice By-Law is beneficial to the Company and its shareholders.

Pursuant to the Advance Notice By-Law, shareholders seeking to nominate candidates for election as directors, other than pursuant to a proposal or requisition of shareholders made in accordance with the provisions of the Business Corporations Act (Alberta), must provide "timely notice" in proper form to the Corporate Secretary of the Company. To provide timely notice, in the case of an annual general meeting of shareholders, a shareholder's notice must be received not less than 30 days prior to the date of such meeting. In the event that the annual general meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual general meeting was made, timely notice may be made not later than the close of business on the tenth (10^th) day following such public announcement. In the case of a special meeting of shareholders (which is not also an annual general meeting) notice to the Company must be made not later than the close of business on the fifteenth (15^th) day following the day on which the first public announcement of the date of the special meeting was made.

The Advance Notice By-Law also prescribes the proper written form for a shareholder's notice. The Board may, in its sole discretion, waive any requirement under these provisions.

The Advance Notice By-Law is effective immediately and will be placed before shareholders for ratification and approval at the Meeting. The full text of the Advance Notice By-Law will be available under the Company's profile at www.sedarplus.ca.

About Bri-Chem

Bri-Chem has established itself, through a combination of strategic acquisitions and organic growth, as the North American industry leader for wholesale distribution and blending of oilfield drilling, completion, stimulation and production chemical fluids. We sell, blend, package and distribute a full range of drilling fluid products from 25 strategically located warehouses throughout Canada and the United States. Additional information about Bri-Chem is available at www.sedarplus.ca or at Bri-Chem's website at www.brichem.com.

To receive Bri-Chem news updates send your email to ir@brichem.com.

For further information, please contact:

Don Caron Bri-Chem Corp. President and CEO T: (780) 962-9490 E: dcaron@brichem.com

Tony Pagnucco CPA, CA Bri-Chem Corp. CFO T: (780) 571-8587 E: tpagnucco@brichem.com

 
Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking information or forward-looking statements, as defined under applicable Canadian securities legislation (collectively, "forward-looking statements"). These statements relate to future events or future performance and include statements regarding our intent, or the beliefs or current expectations of our officers and directors. The use of any of the words "could", "should", "anticipates", "plans", "intends", "expects", "believes", "continue", "forecasts", "will", "estimated", "projected" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking statements and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially.

Although the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. By their nature, such forward-looking statements are subject to various risks and uncertainties, which could cause actual results to differ materially from the anticipated results or expectations expressed herein. These risks and uncertainties, include, but are not limited to general economic conditions, prevailing and anticipated industry conditions, access to debt and equity financing on acceptable terms, levels and volatility of commodity prices, maintained demand for drilling fluids, market forces, ability to achieve geographic expansion through new warehouse locations, anticipated impact of new warehouse locations, ability to obtain equipment from suppliers, ability to maintain negotiating power with suppliers and customers, ability to obtain and retain skilled personnel, competition from other industry participants and regulatory conditions. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this press release or otherwise. Except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/256069

FAQ

Why did Bri-Chem Corp (BRYFF) reschedule its 2025 annual general meeting?

Bri-Chem rescheduled the meeting to include the Advance Notice By-Law ratification, address a proxy contest from the Hugghins Group regarding alternative director nominees, and provide shareholders adequate time to assess the nominees' qualifications.

What is the new date for Bri-Chem's (BRYFF) 2025 annual general meeting?

The rescheduled annual general meeting will take place on September 16, 2025, with specific time and location to be announced later.

What is Bri-Chem's (BRYFF) new Advance Notice By-Law?

The Advance Notice By-Law establishes guidelines for director nominations, requiring shareholders to provide notice at least 30 days before annual meetings or within specific timeframes for special circumstances.

What are the timing requirements for shareholder nominations under Bri-Chem's new by-law?

Shareholders must provide notice at least 30 days before annual meetings, within 10 days of announcement if the meeting is less than 50 days away, or within 15 days of announcement for special meetings.