Bennett Environmental Inc. Special Committee Responds to Dissident Action


Source: Marketwire

OAKVILLE, ONTARIO -- (Marketwire) -- 04/04/11 -- The Special Committee of the Board of Directors (the 'Special Committee') of Bennett Environmental Inc. (TSX: BEV) (the 'Company' or 'BEI') announced today that, with the advice of its legal counsel, it has determined that Second City Capital Partners I, Limited Partnership's ('SCC') letter, dated March 15, 2011, does not constitute a valid shareholder requisition. Accordingly, the Company will not be calling a meeting of shareholders in response to the dissident letter of SCC.

The Special Committee has retained Kingsdale Shareholder Services Inc. as shareholder services and communications advisor to the Special Committee and the Company. Ogilvy Renault LLP has been retained as counsel to the Special Committee. A copy of the letter to SCC is reproduced below:

(Letterhead of Bennett Environmental Inc.)

April 4, 2011

Second City Capital Partners I, Limited Partnership

Attention: Sam Belzberg, President and Chairman

RE: Requisition of Second City Capital Partners I, Limited Partnership

The Special Committee of the Board of Directors of Bennett Environmental Inc. (the 'Corporation') was established to, inter alia, respond to your letter and press release of March 15, 2011. The Special Committee has carefully considered your letter requesting a meeting of the shareholders of the Corporation to, among other things, replace a majority of the directors and to reimburse you for your expenses.

As you and your advisors would be well aware, the law on the form of a requisition made by a dissident shareholder is both settled and clear. The Special Committee has determined that your letter of March 15, 2011 does not constitute a valid shareholder requisition because it does not provide adequate information to permit shareholders to make a decision concerning the business stated in the letter. Specifically, the letter fails to provide the names of the individuals who are to be nominated as directors or any other information about the proposed nominees.

If you have any additional questions, please do not hesitate to contact me.

Yours very truly,

Mark MacDonald
Director, on behalf of the Special Committee

Cc: Walied Soliman, Ogilvy Renault LLP
    Orestes Pasparakis, Ogilvy Renault LLP
    Wayne Egan, Weirfoulds LLP
    Wesley J. Hall, Kingsdale Shareholder Services Inc.
    Simon Romano, Stikeman Elliott, counsel to Second City
    Glenn Keeling, Phoenix Advisory Partners, advisor to Second City

Forward Looking Statements

Certain statements contained in this press release and in certain documents incorporated by reference into this press release constitute forward-looking statements. The use of any of the words 'anticipate', 'continue', 'estimate', 'expect', 'may', 'will', 'project', 'should', 'believe', 'confident', 'plan' and 'intends' and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. BEI believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward looking statements included in, or incorporated by reference into, this press release should not be unduly relied upon. These statements speak only as of the date of this press release. BEI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Bennett Environmental Inc.

Bennett Environmental Inc. is a North American leader in high temperature treatment services for the treatment of contaminated soil and has provided thermal solutions to contamination problems throughout Canada and the U.S. Bennett Environmental's technology provides for the safe, economical and permanent solution to contaminated soil. Independent testing has consistently proven that the technology operates well within the most stringent criteria in North America. For information, please visit the Bennett Environmental website at:

Kingsdale Communications Inc.
Beverly Brooks

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