Vote By 10 AM Calgary Time on February 20
TSX-V: CWV: Crown Point Energy Inc. (“Crown Point” or the “Company”) reminded shareholders to vote the WHITE proxy FOR the second tranche financing (the “Second Tranche”) and AGAINST LAIG Oil Investments (“LAIG”) and its dissident nominees.
A shareholder’s meeting regarding the vote is scheduled for February 24, 2015. The voting deadline for proxies is 10:00 am Calgary time on February 20, 2015. Shareholders are encouraged to vote 24 hours in advance of the voting deadline to ensure their votes are received in a timely manner.
“Shareholders have just two days left to vote the white proxy and protect the value of their investment in Crown Point, ”said Gordon Kettleson, Chairman of Crown Point. “LAIG has neither the credentials nor the credibility to be worthy of your trust.”
“In contrast, a vote for the Second Tranche financing will help fuel growth and cement a relationship with strategic Argentine investors whose interests are closely aligned with all shareholders. Please follow the recommendation of the Board and of the two leading independent proxy advisors, Institutional Shareholder Services Inc. and Glass Lewis & Co. and vote the WHITE Proxy today.”
Reasons to vote FOR Crown Point’s Second Tranche
Crown Point needs the US$8.5 million financing to meet 2015 obligations
Crown Point intends to wisely use the funds, primarily for exploration and development that is already delivering increased production in Tierra del Fuego, Argentina
The Second Tranche cements a relationship with strategic Argentine investors (the “Strategic Investors”) who have the connections, expertise and incentive to help Crown Point become a significant player in the Argentine oil and gas sector. Two influential representatives of the Strategic Investors have joined the Board.
The interests of Crown Point’s Board are aligned with those of all shareholders.
Crown Point has a majority-independent Board
- Crown Point’s agreement with the Strategic Investors has a clause that requires the Board to be comprised of a majority of directors who are independent of management and the Strategic Investors. LAIG is simply wrong to assert that the Strategic Investors will have “full control” of Crown Point
- Consistent with best corporate governance practice, Crown Point negotiated this clause to protect shareholders other than management and the Strategic Investors
- Having a majority-independent Board will allow decisions to be made in the best interests of ALL shareholders
Crown Point has an experienced Board
- Crown Point’s incumbent directors collectively have 136 years of experience as directors of publicly traded companies in Canada compared with nil for LAIG’s dissident nominees (based on our research)
- Crown Point’s incumbent directors collectively have 150 years of experience as directors of publicly traded companies in Canada and elsewhere, compared with approximately one year for LAIG’s dissident nominees (based on our research)
Reasons to vote AGAINST LAIG
LAIG’s nominees have no experience on the boards of publicly traded Canadian companies. This lack of experience is telling in the context of LAIG’s last-minute financing proposal
- LAIG waited until yesterday, and then only after Crown Point made it a public issue, to disclose that its last-minute financing proposal would require TSXV approval, which has not been obtained, followed by disinterested shareholder approval
- LAIG’s last-minute financing proposal would require yet another shareholder meeting to obtain disinterested shareholder approval, and would force the Company to incur significant additional time and expense to the detriment of all shareholders other than LAIG
The majority of LAIG’s nominees may be conflicted because two of the three are principals of LAIG
- In case of a conflict, there is a risk that they will act in the best interest of LAIG, rather than in the best interest of Crown Point and all of its shareholders
- To secure a financing agreement with Crown Point, LAIG would effectively be negotiating with itself, which is not in the best interests of all shareholders
LAIG is not Argentine and does not have the strong relationships in Argentina that Crown Point needs, and that the Strategic Investors provide
- LAIG’s principals reside in London and Mexico City, not Buenos Aires
- Court documents show that LAIG has not completed three attempts to acquire oil and gas assets in Argentina since 2013
- LAIG’s latest attempt resulted in a lawsuit against an Argentine oil and gas company. Don’t let Crown Point become associated with this lawsuit
LAIG waited until yesterday to name its CEO candidate, leaving no time for scrutiny
- If the CEO candidate is truly qualified, why did LAIG delay naming her until less than three days before the proxy-vote deadline?
- LAIG disclosed yesterday for the first time that its CEO candidate is a LAIG employee. LAIG omitted this important detail 25 days ago, when LAIG initially claimed to have a qualified but unnamed CEO candidate. As a LAIG employee the interests of the CEO candidate may, just like the majority of LAIG’s board nominees, be conflicted. Would the CEO candidate be working for ALL shareholders, or for LAIG?
- From LAIG’s description yesterday, its CEO candidate has no experience as a CEO of a Canadian publicly traded company, no experience in oil and gas production in Argentina and no recent experience in oil and gas production anywhere, as her prior role involving oil and gas production ended ten years ago. This suggests the CEO candidate is not as qualified as LAIG claims
- LAIG still has not disclosed the names of the appointees that LAIG has said it will add to the Board after the vote. Your investment is too important to trust to people that LAIG won’t even identify
LAIG won’t describe the nature of its alliance with Hispania Petroleum
- LAIG has not disclosed what Hispania will demand in return for helping Crown Point
- LAIG was apparently not even aware, before Crown Point disclosed it, that Hispania no longer operates in Argentina. What kind of relationship does LAIG have with Hispania if LAIG did not know that?
- LAIG unapologetically revised and backdated a document about Hispania to omit references to Hispania’s Argentine operations and reserves. Don’t let document backdating become a disclosure standard for Crown Point
Vote AGAINST LAIG because it tried to bully your Board into accepting LAIG’s original financing proposal, the terms of which were greatly inferior to the Second Tranche
- LAIG launched this proxy contest, just as it threatened it would, immediately after your Board rejected a demand that Crown Point deal only with LAIG with respect to a financing
- LAIG’s highly dilutive original financing proposal required an increase of more than 25% in Crown Point’s capital through an issue of common shares and warrants to LAIG at just C$0.20 per unit. The warrants would have given LAIG a right to acquire even more common shares at C$0.30 per share for an unspecified period of time
- LAIG will not publicly admit that LAIG required these highly dilutive terms, and yet it hypocritically calls the Second Tranche a “highly dilutive sweetheart financing”. What does that make LAIG’s original financing proposal?
- There is nothing to stop LAIG’s nominees, if elected, from reverting back to LAIG’s original financing proposal
Protect Your Investment and Vote the WHITE Proxy FOR the Second Tranche and AGAINST the Dissidents.
- If you have yet to vote or want to change your vote, you are encouraged to vote using only the WHITE proxy. Please disregard any other coloured proxies you receive
- If you have already submitted a proxy solicited by the Dissident, you may still change your vote and support Management by voting your WHITE proxy today
- To learn more about the reasons for Crown Point’s voting recommendations, which Institutional Shareholder Services Inc. and Glass Lewis & Co both support, shareholders may visit Crown Point’s website at crownpointenergy.com/proxycontest and on SEDAR at www.sedar.com
- ACT NOW – Vote before 10:00 am Calgary time on February 20, 2015. Shareholders are encouraged to vote 24 hours in advance of the voting deadline to ensure their votes are received in a timely manner. Vote for growth, investment and experience for Crown Point. Vote to halt LAIG’s opportunism
For inquiries please contact:
For shareholder inquiries, or assistance with voting, contact Crown Point’s Proxy Solicitor
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 416-304-0211
About Crown Point
Crown Point Energy Inc. is an international oil and gas exploration and development company headquartered in Calgary, Canada, incorporated in Canada, trading on the TSX Venture Exchange and operating in South America. Crown Point’s exploration and development activities are focused in the Austral and Neuquén basins in Argentina. Crown Point has a strategy that focuses on establishing a portfolio of producing properties, plus production enhancement and exploration opportunities to provide a basis for future growth.
FORWARD LOOKING INFORMATION
This press release contains forward-looking information concerning, among other things, the following: matters with respect to the upcoming meeting, including the scheduled date and time of the meeting and the cut off time for proxies; the Company’s assessment of LAIG’s motivations, capabilities and the intended outcomes of its actions; the Company’s assessment that a vote for the Second Tranche financing will help fuel growth and cement a relationship with strategic Argentine investors whose interests are closely aligned with all shareholders; the statement that the proceeds from the Second Tranche is needed for the Company’s 2015 obligations and that the proceeds of such financing will be primarily used for exploration and development that is already delivering increased production in Tierra del Fuego, Argentina; assessments of the regulatory and shareholder approval requirements for LAIG’s financing proposal; statements with respect to the expected ownership of the Company after the completion of the financing; and statements with respect to LAIG’s potential conflicts of interest.
A number of risks and other factors could cause actual results to differ materially from those expressed in the forward-looking information contained in this press release including, but not limited to, an incorrect assessment by the Company of the matters and opinions expressed herein; the risk that the remaining portion of the financing with the strategic investors is not competed in a timely manner (or at all) or on the terms presently proposed; the risk that the Company is unable to realize the anticipated benefits of the financing with the strategic investors; the risk that the use of proceeds may be used for a manner that is different from that expressed herein; the risk that the meeting date and time may be delayed, adjourned or otherwise; the risk that LAIG’s financing proposal could be subject requirements other than those set forth herein; the risks and other factors described under “Risk Factors” in the Company’s Annual Information Form, which is available for viewing on SEDAR at www.sedar.com.
With respect to forward-looking information contained in this press release, Crown Point has made assumptions regarding, among other things: the general stability of the economic and political environment in which the Company operates; the timely receipt of any required regulatory approvals; the ability of the Company to fully complete the remaining portion of the proposed financing with the strategic investors in a timely manner (or at all) or on the terms it presently contemplates; the ability of the Company to continue as a going concern without the loss or forfeiture of any assets; the time and date of the meeting (and related voting cut-offs); and that LAIG’s motivations and intended outcomes are as set forth herein. Management of Crown Point has included the above summary of assumptions and risks related to forward-looking information included in this press release in order to provide investors with a more complete perspective on the Company’s future operations. Readers are cautioned that this information may not be appropriate for other purposes. Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking information contained in this press release are expressly qualified by this cautionary statement.
Neither 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 news release.