Jan-26-2015
Crown Point Cautions Shareholders to be Wary of Dissident LAIG and to Review Court Filings
Shareholders Urged to Vote White Proxy in Support of Second Tranche Financing and Against Dissident Attempt to Take Control of Company
TSX-V: CWV: Crown Point Energy Inc. (“Crown Point” or the “Company”) today advised shareholders to be wary of dissident shareholder LAIG Oil Investments (“LAIG”) and its unverified financial capabilities.
In light of LAIG’s apparent new last-minute financing proposal (the “Apparent Last-Minute Proposal”) Crown Point urges shareholders to review court filings regarding a different agreement in which LAIG was involved. The filings appear to call into question LAIG’s financial capabilities and appear to contradict LAIG’s disclosure to Crown Point’s shareholders. The filings have been posted to Crown Point’s website at www.crownpointenergy.com/proxycontest.
“Shareholders should be wary of LAIG’s claims, its Apparent Last-Minute Proposal and its mystery CEO candidate,” said Gordon Kettleson, Chairman of Crown Point. “For months we have been asking LAIG to verify its claimed capabilities, but we have received nothing back except the threat of a lawsuit. Shareholders should be asking the same questions, and should demand to know the name of the CEO candidate and the extent of that candidate’s experience as a CEO and running a Canadian publicly traded company.
Crown Point questions the timing of LAIG’s Apparent Last-Minute Proposal
Crown Point’s Board is concerned about the timing of LAIG’s Apparent Last-Minute Proposal and LAIG’s tactic of announcing it publicly when no such financing proposal has ever been made to Crown Point. The self-serving timing and tactics suggest that LAIG is just trying to disrupt Crown Point’s fully documented Second Tranche financing, which Crown Point first disclosed publicly more than two months ago.
Crown Point reminds shareholders that it has a binding agreement for the Second Tranche financing with two substantial strategic investors in Argentina. These investors, on completion of the first tranche of that financing, became members of Crown Point’s Board of Directors. These investors have a verified capability to meet the terms of the investment agreement for the Second Tranche.
Crown Point believes that shareholders should vote the WHITE proxy at the forthcoming Shareholder Meeting FOR the Second Tranche rather than trust the Company’s future to LAIG’s unverified financial capabilities.
Crown Point assures shareholders that if LAIG were to ever actually present the Company with a binding offer of any kind, it would be considered carefully. Crown Point’s Board will act in the best interests of the Company and all shareholders after considering, among other things, the terms of any such offer, were it to be made, and whether LAIG had provided concrete evidence of its financial capabilities and ability to complete the financing on a timely basis.
Court filings raise questions about LAIG and contradict LAIG’s disclosure
The court filings posted to Crown Point’s website were filed in a New York Court last year in a civil proceeding between LAIG and the Argentine oil and gas producer Medanito S.A. In these court documents you will read that LAIG sued Medanito after the two parties signed a binding agreement to act as partners on an Argentine oil and gas acquisition.
Medanito, in its defense, said in the court filings that the transaction was “threatened by LAIG’s inability to finance its obligations” after LAIG lost the support of two other investors. Medanito added that it proceeded to close the transaction without LAIG because Medanito believed LAIG “had no assets in Argentina” with which to cover damages if the deal did not close in a timely fashion as called for under the binding agreement.
LAIG disputes Medanito’s defense and the case remains before the court. But given the matters being aired in these court documents, we believe shareholders should be mindful of LAIG’s unverified financial capability even if LAIG publicly describes its Apparent Last-Minute Proposal as “binding.”
In these court documents you will also read the following admissions by LAIG’s President and dissident nominee Jorge de Pablo:
- LAIG is a “foreign investor” in Argentina. This contradicts LAIG’s attempts to present itself as Argentine to Crown Point shareholders. In the context of Crown Point’s Argentine operations, Crown Point believes that LAIG’s domicile is material and that LAIG is misleading shareholders by using Buenos Aires as the place of issue for its proxy contest news releases and by placing Buenos Aires first on a list of its four offices in an Open Letter to Crown Point shareholders dated December 1, 2014. The court-filed binding agreement states that LAIG’s principal place of business is not Buenos Aires but rather the Cayman Islands, a fact that LAIG has not disclosed to Crown Point investors.
- LAIG has made other attempts since 2013 to acquire Argentine oil and gas assets, including the binding agreement with Medanito that is now before the court. These attempts appear to contradict LAIG’s claim, in disclosure aimed at Crown Point’s shareholders, of “an unparalleled “buy side” track record”, whatever that means.
LAIG has not responded to requests for verification
LAIG has not responded to requests from Crown Point for verification of the true extent of the financial resources at LAIG’s disposal. Neither has LAIG responded to requests for verification of its grandiose claim to be “one of the most active investors in the Latin America energy sector.” LAIG has not even provided Crown Point or its shareholders with full resumes for its dissident nominees.
Shareholders should be aware that earlier this month, after LAIG ignored requests for verification made by Crown Point months ago, Crown Point’s lawyers sent a letter to LAIG’s lawyers questioning the discrepancies between LAIG’s claims and the public record. LAIG chose to threaten a lawsuit rather than comply with Crown Point’s reasonable request for a fulsome background on LAIG, its track record and its dissident nominees.
In light of these court documents, and in light of LAIG’s refusal to verify its claims, provide detailed resumes for its dissident nominees or even name its CEO candidate, shareholders should demand hard evidence from LAIG. Don’t rely on unsubstantiated claims, promises and a mystery candidate when Crown Point’s future, and the value of your investment, is at stake.
Crown Point’s proxy materials outline LAIG’s apparent disclosure deficiencies
Crown Point also invites shareholders to read Crown Point’s proxy materials, including a Letter to Shareholders and Management Information Circular (the “Circular”), both dated January 22, 2015. The Circular outlines a number of apparent material deficiencies in LAIG’s disclosure to you, especially with regard to a private placement financing (the “Inferior Proposal”) that LAIG attempted to force on Crown Point last November. The Circular and other materials are being mailed to shareholders and are available on SEDAR at www.sedar.com and on Crown Point’s website at www.crownpointenergy.com/proxycontest.
LAIG, which has never publicly acknowledged how it tried to coerce Crown Point to accept the Inferior Proposal, now criticizes the far superior Second Tranche financing. Here, beyond LAIG’s materially deficient disclosure, is the matter of LAIG’s hypocrisy on dilution.
LAIG’s Inferior Proposal, which LAIG said it would “require,” was far more dilutive than the Second Tranche. Yet so long as LAIG was to be the beneficiary, LAIG had no concern about trying to impose a more dilutive financing on Crown Point and its shareholders.
When considering LAIG’s plea for trust on the Apparent Last-Minute Proposal, shareholders should give considerable weight to LAIG’s self-serving double standard on dilution. Shareholders should also be aware that if they reject the Second Tranche and allow LAIG’s dissident nominees to seize control of the Board, Crown Point will be unable to meet its 2015 obligations and will need to obtain alternative financing. Your Company’s financial future will be at LAIG’s mercy.
If that unfortunate event comes to pass, it is possible that LAIG will decide to withdraw its Apparent Last-Minute Proposal just as suddenly as it was advanced. It is also possible that LAIG will instead force Crown Point to submit to the Inferior Proposal, or something even worse for all shareholders other than LAIG.
Crown Point urges shareholders to vote FOR a fully documented and disclosed US$8.5 million Second Tranche financing with two substantial strategic investors based in Argentina with a verified and demonstrated ability to close. Crown Point also urges shareholders to vote AGAINST an attempt by LAIG to take control of the Board and the Company.
Shareholders should vote the WHITE proxy prior to the Shareholder Meeting (the “Meeting”) scheduled for February 24, 2015. The proxy voting deadline is 10 am (Calgary Time) on February 20, 2015.
For inquiries please contact:
Murray McCartney
President & CEO
Ph: (403) 232-1150
Crown Point Energy Inc.
mmccartney@crownpointenergy.com
Website: www.crownpointenergy.com
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
Email: assistance@laurelhill.com
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.
Advisory
This press release contains forward-looking information. This information relates to future events and the Company’s future performance. All information and statements contained herein that are not clearly historical in nature constitute forward-looking information, and the words “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “propose”, “predict”, “potential”, “continue”, “aim”, or the negative of these terms or other comparable terminology are generally intended to identify forward-looking information. Such information represents the Company’s internal projections, estimates, expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. This information involves known or unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. In addition, this press release may contain forward-looking information attributed to third party sources. Crown Point believes that the expectations reflected in this forward-looking information are reasonable; however, undue reliance should not be placed on this forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.
This press release contains forward-looking information concerning, among other things, the following: the Company’s assessment of LAIG’S motivations, capabilities and the intended outcomes of its actions; the intention of the Company and its board to consider any binding offer; the potential benefits of the Strategic Financing and the potential consequences of completing the Inferior Proposal or any other of LAIG’s demands; the potential consequences, including being required to seek alternative financing, in the event the Second Tranche is not completed; Crown Point’s assessment that it is possible that LAIG will decide to withdraw its Apparent Last-Minute Proposal or that LAIG may force Crown Point to submit to the Inferior Proposal, or something even worse for all shareholders other than LAIG; and matters with respect to the upcoming Meeting, including the scheduled date and time of the Meeting and the cut off time for proxies.
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, the risk that the remaining portion of the Strategic Financing 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 Strategic Financing; the risk that a binding offer does not materialize, or if such offer does materialize, is on terms and conditions that are not acceptable to the Company or incapable of reasonably being completed; the risk that the Meeting date and time may be delayed, adjourned or otherwise; 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 Strategic Financing 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.
The forward-looking information contained herein is made as of the date of this press release and the Company disclaims any intent or obligation to update publicly any such forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable Canadian securities laws.
In addition to the foregoing, this press release refers readers to copies of certain court documents and filings, which have been accessed from publically available sources, and Crown Point cannot guarantee the accuracy of all documents and filings. The matters, claims, assertions and purported facts set forth in such documents and filings have not been proven in court and if proven, may be subject to appeal, modification, overturn, supplement or otherwise. In addition, such documents and filings, including the matters, claims, assertions and purported facts set forth therein, may be superseded, amended or otherwise retracted in the future. Crown Point disclaims any intent or obligation to update publicly any such court documents and filings, whether as a result of new information, future events or results or otherwise, other than as required by applicable Canadian securities laws.
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.