Pine Cliff Energy Ltd. Announces Results of Shareholders' Meeting and Annual Share Unit and Stock Option Grant

Rhea-AI Summary

Pine Cliff Energy Ltd. (TSX: PNE) held its Annual and Special Meeting of Shareholders on May 20, 2025, with 37.51% of issued shares (134,450,284 common shares) represented. All six nominated directors were successfully elected with strong approval rates, notably Philip B. Hodge receiving 99.88% support.

Shareholders approved the new Share Unit Plan, which allows for grants of share units and deferred share units, settleable in cash or common stock. The Board approved an annual grant of 10,097,341 deferred share units, restricted share units, and stock options to directors, officers, and employees. The stock options have an exercise price of $0.55 per share, with expiration dates between May 20, 2027, and May 20, 2029.

Calgary, Alberta--(Newsfile Corp. - May 20, 2025) - Pine Cliff Energy Ltd. (TSX: PNE) ("Pine Cliff" or the "Company") is pleased to announce all matters presented for approval at the Annual and Special Meeting of Shareholders on May 20, 2025 (the "Meeting") have been approved. A total of 134,450,284 common shares representing 37.51% of Pine Cliff's issued and outstanding common shares were voted in connection with the Meeting.

Each of the six nominees proposed by Pine Cliff and as set out in the Information Circular - Proxy Statement provided to shareholders in connection with the Meeting were duly elected as directors. Each of the nominees was elected as shown below:

Name of Nominee	Voted For	Percent	Votes Withheld	Percent
Hilary A. Foulkes	120,880,996	90.70%	12,387,445	9.30%
Robert B. Fryk	120,872,831	90.70%	12,395,610	9.30%
Philip B. Hodge	133,110,594	99.88%	157,847	0.12%
Calvin B. Jacober	121,076,479	90.85%	12,191,962	9.15%
Jacqueline R. Ricci	120,603,015	90.50%	12,665,426	9.50%
William S. Rice, K.C.	121,076,878	90.85%	12,191,563	9.15%

 

Deloitte LLP, Chartered Accountants, were appointed auditors of the Company for the ensuing year and the Board of Directors of Pine Cliff (the "Board") were authorized to fix their remuneration. The complete report on the voting results for the Meeting is available under the Company's profile at www.sedarplus.ca.

The share unit plan ("Share Unit Plan") was approved as set out in the Information Circular - Proxy Statement provided to shareholders in connection with the Meeting. The Share Unit Plan provides for the grant of share units and deferred share units, both of which many be settled in cash or common stock issued from treasury or the open market, or some combination thereof. The introduction of the Share Unit Plan is intended to supplement the existing stock option plan, noting that aggregate security-based compensation continues to be restricted to a maximum total of 10% of the common shares issued and outstanding.

The Board has approved an annual stock option grant of an aggregate of 10,097,341 deferred share units, restricted share units and stock options to its directors, officers and employees. The deferred share units issued to Board members vest upon resignation or retirement from the Board. The restricted share units vest over three years annually beginning on May 20, 2026. The stock options vest over three years annually, have an exercise price of $0.55 per share and will expire between May 20, 2027, and May 20, 2029.

About Pine Cliff

Pine Cliff is a natural gas and oil company with a long-term view of creating shareholder value. Pine Cliff's current focus is on acquiring, developing, and operating long life assets that generate free funds flow that allows for capital to be returned to shareholders in the form of a dividend. Further information relating to Pine Cliff may be found on www.sedarplus.ca as well as on Pine Cliff's website at www.pinecliffenergy.com.

For further information, please contact:
Philip B. Hodge - President and CEO
Kristopher B. Zack - CFO and Corporate Secretary
Telephone: (403) 269-2289
Fax: (403) 265-7488
Email: info@pinecliffenergy.com

The TSX does not accept responsibility for the accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/252844

FAQ

What was the voting turnout at Pine Cliff Energy's 2025 shareholders meeting?

The voting turnout was 37.51% of issued shares, representing 134,450,284 common shares.

What is Pine Cliff Energy's (PIFYF) new Share Unit Plan?

The Share Unit Plan allows for grants of share units and deferred share units that can be settled in cash or common stock, supplementing the existing stock option plan with a total compensation cap of 10% of outstanding shares.

How many stock options and share units did Pine Cliff Energy grant in May 2025?

Pine Cliff Energy granted a total of 10,097,341 deferred share units, restricted share units, and stock options to directors, officers, and employees.

What is the exercise price and vesting schedule for Pine Cliff Energy's 2025 stock options?

The stock options have an exercise price of $0.55 per share, vest over three years annually, and will expire between May 20, 2027, and May 20, 2029.