ZCL Composites Announces Filing of Management Information Circular Seeking Securityholder Approval of Plan of Arrangement

EDMONTON, Feb. 26, 2019 /CNW/ - ZCL Composites Inc. ("ZCL" or the "Company") (TSX:ZCL) is pleased to announce that it has filed an information circular (the "Circular") for its special meeting (the "Meeting") of the holders of common shares of the Company (the "Common Shares") and the holders of outstanding options (collectively, the "Securityholders") to be held in connection with a plan of arrangement under section 192 of the Canada Business Corporations Act (the "Arrangement") between ZCL and Shawcor Ltd. ("Shawcor") (TSX:SCL). Pursuant to the Arrangement, Shawcor will acquire all of the issued and outstanding Common Shares, for a purchase price of $10.00 per share payable entirely in cash.

Subject to the requisite approval at the Meeting of: (i) holders of Common Shares; and (ii) Securityholders, it is expected that the Arrangement will be completed on or about (but not before) April 2, 2019.

Special Meeting of Securityholders

The details of the Meeting are set forth below:

The Meeting will be held to consider and approve a special resolution approving the Arrangement (the "Arrangement Resolution"). The board of directors of ZCL (the "ZCL Board") has set the close of business on February 15, 2019 as the record date for determining Securityholders who are entitled to receive notice of, attend and vote at the Meeting and any postponement or adjournment of the Meeting. The specific details of the matters to be put before the Meeting are set forth in the Circular, which is available on ZCL's website at www.zcl.com and on the SEDAR website at www.sedar.com under ZCL's profile.

Registered holders of Common Shares may attend the Meeting in person or may be represented by proxy. Proxies must be received no later than 2:00 p.m. (Edmonton time) on March 22, 2019.

THE ZCL BOARD HAS DETERMINED THAT THE ARRANGEMENT IS IN THE BEST INTERESTS OF ZCL AND IS FAIR TO SECURITYHOLDERS, AND RECOMMENDS THAT SECURITYHOLDERS VOTE IN FAVOUR OF THE ARRANGEMENT RESOLUTION.

If the Arrangement Resolution is not approved by the Securityholders at the Meeting, then the Arrangement cannot be completed.

Meeting Materials

ZCL wishes to advise that the meeting materials for the upcoming Meeting scheduled to take place on Tuesday, March 26, 2019 were mailed to registered Securityholders in accordance with the previously granted court order.

ZCL wishes to remind Securityholders that the meeting materials are available on ZCL's website at www.zcl.com and on the SEDAR website at www.sedar.com under ZCL's profile.

Securityholders who are unable to attend the Meeting in person are requested to date, sign and return the form of proxy for use at the Meeting. To be valid, completed proxy forms must be dated, completed, signed and deposited with AST Trust Company (Canada):

Securityholders may also use the internet site at www.astvotemyproxy.com to transmit their voting instructions.

Proxies or voting instructions must be received no later than 2:00 p.m. (Edmonton time) on March 22, 2019.

SOURCE ZCL Composites Inc.