Feb-09-2015
TSX-V: CWV: Crown Point Energy Inc. (“Crown Point” or the “Company”) announced today that Institutional Shareholder Services Inc. (“ISS”) has recommended that its clients vote the WHITE proxy FOR the second tranche financing (the “Second Tranche”) with Crown Point’s strategic investors (the “Strategic Investors”). ISS also recommended voting AGAINST LAIG Oil Investments (“LAIG”) and its dissident nominees. A shareholders’ meeting regarding the vote is scheduled for February 24, 2015.
ISS, a leading independent international corporate governance analysis and proxy advisory firm who, among other things, provides proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders, made its recommendation after carefully reviewing the facts and arguments made by both Crown Point and dissident LAIG. The independent recommendations of ISS are intended to assist shareholders in making choices regarding proxy voting decisions.
“We welcome ISS’ unbiased third-party recommendation, and encourage shareholders to weigh its advice accordingly,” said Gordon Kettleson, Chairman of Crown Point. “ISS’ observations validate our belief that the Company’s best path forward lies with our incumbent Board progressing our promising 14-well Tierra del Fuego exploration and development program using funds from the Second Tranche financing with the Strategic Investors.”
“We agree with ISS’ view that “the dissident has not made a compelling case” for the removal of seven members of Crown Point’s incumbent Board. We urge shareholders to vote the WHITE proxy today to protect their investment in Crown Point.”
In recommending that its clients vote the WHITE proxy FOR the Second Tranche and AGAINST LAIG and its dissident nominees, ISS makes the following points [1]
On management’s achievements and reasonable executive compensation:
- “. . . there appears some evidence that management has been moving in the right direction in terms of operation which includes reasonable progress made on the company’s core asset projects in TDF and financing/strategic relationship established with the two strategic investors… which appointed two nominees who have relevant experience in the finance and energy sector in Argentina that should add value to the board.”
- “With Argentina’s relatively favourable outlook for natural gas prices and the relatively small price decline for regulated oil prices in January compared with the sharp recent fall in global oil prices, shareholders may wish to allow management some more time to deliver its plan.”
- “Given the financing back-up and the strategic relationship with the strategic investors, and the overall positive trend of expected increasing production volumes, it may be reasonable to allow some more time for management to deliver the results on TDF.”
- “… there appears to be no significant pay for performance misalignment on executive compensation as the total compensation of most executives has steadily decreased from 2012 to 2014.”
On concerns about LAIG:
- “… the dissident plan to close the Canadian offices of the company appears to be overly demanding, since the company is a Canadian publicly listed company with a North American shareholder base.”
- “… it appears that the dissident has not provided a detailed business plan with respect to how to turn around the company that is fundamentally different from what the current management is trying to achieve.”
- “… the newly revised terms of the second tranche of financing offer from the dissident, though superior, raises concern that the opportunistic timing of the submission causes management a limited timeframe for evaluation and ignores the potential damage over the strategic relationship that has been already built with the two strategic investors.
- The timing of such offer may be questioned by other shareholders… ”
Protect Your Investment and Vote the WHITE Proxy FOR the Second Tranche and AGAINST the Dissidents
To learn more about the reasons for Crown Point’s voting recommendations, which ISS supports, shareholders should read Crown Point’s proxy materials, including a Letter to Shareholders and Circular, both dated January 22, 2015. The Circular and other materials have been mailed to shareholders and are available on Crown Point’s website at www.crownpointenergy.com/proxycontest and on SEDAR at www.sedar.com.
ACT NOW – Vote before 10:00 am Calgary time on February 20, 2015. Vote for growth, investment and experience for Crown Point. Vote to halt LAIG’s opportunism.
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 that ISS’ recommendations validate that the Company’s best path forward lies with its incumbent Board progressing its promising 14-well Tierra del Fuego exploration and development program using funds from the Second Tranche financing with the Strategic Investors; 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 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: that ISS’ recommendations will not change; and the time and date of the Meeting (and related voting cut-offs). 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.
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.
[1] Permission to quote from the ISS report was neither requested nor received