{"id":1091,"date":"2015-01-26T12:48:03","date_gmt":"2015-01-26T12:48:03","guid":{"rendered":"https:\/\/crownpointenergy.com\/?p=1091"},"modified":"2015-01-26T17:08:59","modified_gmt":"2015-01-26T17:08:59","slug":"jan-26-2015","status":"publish","type":"post","link":"https:\/\/crownpointenergy.com\/?p=1091","title":{"rendered":"Jan-26-2015"},"content":{"rendered":"<p><strong><a href=\"http:\/\/crownpointenergy.com\/wp-content\/uploads\/2015\/01\/LAIG-Financing-Proposal-_final_1.26.15.pdf\">Crown Point Cautions Shareholders to be Wary of Dissident LAIG and to Review Court Filings<\/a><br \/>\n<\/strong><\/p>\n<p><strong>Shareholders Urged to Vote White Proxy in Support of Second Tranche Financing and Against Dissident Attempt to Take Control of Company<\/strong><\/p>\n<p><strong> TSX-V: \u00a0CWV: Crown Point Energy Inc. <\/strong>(\u201c<strong>Crown<\/strong> <strong>Point<\/strong>\u201d or the \u201c<strong>Company<\/strong>\u201d) today advised shareholders to be wary of dissident shareholder LAIG Oil Investments (\u201c<strong>LAIG<\/strong>\u201d) and its unverified financial capabilities.<\/p>\n<p>In light of LAIG\u2019s apparent new last-minute financing proposal (the \u201cApparent Last-Minute Proposal\u201d) 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\u2019s financial capabilities and appear to contradict LAIG\u2019s disclosure to Crown Point\u2019s shareholders. The filings have been posted to Crown Point\u2019s website at <a title=\"Proxy Contest Materials\" href=\"https:\/\/crownpointenergy.com\/proxycontest\/\">www.crownpointenergy.com\/proxycontest<\/a>.<\/p>\n<p>\u201cShareholders should be wary of LAIG\u2019s claims, its Apparent Last-Minute Proposal and its mystery CEO candidate,\u201d said Gordon Kettleson, Chairman of Crown Point. \u201cFor 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\u2019s experience as a CEO and running a Canadian publicly traded company.<\/p>\n<p><strong>Crown Point questions the timing of LAIG\u2019s Apparent Last-Minute Proposal<\/strong><\/p>\n<p>Crown Point\u2019s Board is concerned about the timing of LAIG\u2019s Apparent Last-Minute Proposal and LAIG\u2019s 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\u2019s fully documented Second Tranche financing, which Crown Point first disclosed publicly more than two months ago.<\/p>\n<p>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\u2019s Board of Directors. These investors have a verified capability to meet the terms of the investment agreement for the Second Tranche.<\/p>\n<p>Crown Point believes that shareholders should vote the <strong>WHITE<\/strong> proxy at the forthcoming Shareholder Meeting <strong>FOR<\/strong> the Second Tranche rather than trust the Company\u2019s future to LAIG\u2019s unverified financial capabilities.<\/p>\n<p>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\u2019s 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.<\/p>\n<p><strong>Court filings raise questions about LAIG and contradict LAIG\u2019s disclosure<\/strong><\/p>\n<p>The court filings posted to Crown Point\u2019s 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.<\/p>\n<p>Medanito, in its defense, said in the court filings that the transaction was &#8220;threatened by LAIG&#8217;s inability to finance its obligations&#8221; after LAIG lost the support of two other investors. Medanito added that it proceeded to close the transaction without LAIG because Medanito believed LAIG &#8220;had no assets in Argentina&#8221; with which to cover damages if the deal did not close in a timely fashion as called for under the binding agreement.<\/p>\n<p>LAIG disputes Medanito\u2019s 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\u2019s unverified financial capability even if LAIG publicly describes its Apparent Last-Minute Proposal as \u201cbinding.\u201d<\/p>\n<p>In these court documents you will also read the following admissions by LAIG\u2019s President and dissident nominee Jorge de Pablo:<\/p>\n<ul>\n<li><strong>LAIG is a \u201cforeign investor\u201d in Argentina<\/strong>. This contradicts LAIG\u2019s attempts to present itself as Argentine to Crown Point shareholders. In the context of Crown Point\u2019s Argentine operations, Crown Point believes that LAIG\u2019s 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\u2019s principal place of business is not Buenos Aires but rather the Cayman Islands, a fact that LAIG has not disclosed to Crown Point investors.<\/li>\n<\/ul>\n<ul>\n<li><strong>LAIG has made<\/strong><strong> other <\/strong><strong>attempts<\/strong> 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\u2019s claim, in disclosure aimed at Crown Point\u2019s shareholders, of \u201can unparalleled &#8220;buy side&#8221; track record\u201d, whatever that means.<\/li>\n<\/ul>\n<p><strong>LAIG has not responded to requests for verification<\/strong><\/p>\n<p>LAIG has not responded to requests from Crown Point for verification of the true extent of the financial resources at LAIG\u2019s disposal. Neither has LAIG responded to requests for verification of its grandiose claim to be &#8220;one of the most active investors in the Latin America energy sector.&#8221; LAIG has not even provided Crown Point or its shareholders with full resumes for its dissident nominees.<\/p>\n<p>Shareholders should be aware that earlier this month, after LAIG ignored requests for verification made by Crown Point months ago, Crown Point\u2019s lawyers sent a letter to LAIG\u2019s lawyers questioning the discrepancies between LAIG\u2019s claims and the public record. LAIG chose to threaten a lawsuit rather than comply with Crown Point\u2019s reasonable request for a fulsome background on LAIG, its track record and its dissident nominees.<\/p>\n<p>In light of these court documents, and in light of LAIG\u2019s 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\u2019t rely on unsubstantiated claims, promises and a mystery candidate when Crown Point\u2019s future, and the value of your investment, is at stake.<\/p>\n<p><strong>Crown Point\u2019s proxy materials outline LAIG\u2019s apparent disclosure deficiencies<\/strong><\/p>\n<p>Crown Point also invites shareholders to read Crown Point\u2019s proxy materials, including a Letter to Shareholders and Management Information Circular (the \u201cCircular\u201d), both dated January 22, 2015. The Circular outlines a number of apparent material deficiencies in LAIG\u2019s disclosure to you, especially with regard to a private placement financing (the \u201cInferior Proposal\u201d) 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 <a href=\"http:\/\/www.sedar.com\">www.sedar.com<\/a> and on Crown Point&#8217;s website at<a title=\"Proxy Contest Materials\" href=\"https:\/\/crownpointenergy.com\/proxycontest\/\"> www.crownpointenergy.com\/proxycontest<\/a>.<\/p>\n<p>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\u2019s materially deficient disclosure, is the matter of LAIG\u2019s hypocrisy on dilution.<\/p>\n<p>LAIG\u2019s Inferior Proposal, which LAIG said it would \u201c<span style=\"text-decoration: underline;\">require<\/span>,\u201d 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.<\/p>\n<p>When considering LAIG\u2019s plea for trust on the Apparent Last-Minute Proposal, shareholders should give considerable weight to LAIG\u2019s self-serving double standard on dilution. Shareholders should also be aware that if they reject the Second Tranche and allow LAIG\u2019s 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\u2019s financial future will be at LAIG\u2019s mercy.<\/p>\n<p>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.<\/p>\n<p>Crown Point urges shareholders to vote <strong>FOR<\/strong> 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 <strong>AGAINST<\/strong> an attempt by LAIG to take control of the Board and the Company.<\/p>\n<p>Shareholders should vote the <strong>WHITE<\/strong> proxy prior to the Shareholder Meeting (the \u201cMeeting\u201d) scheduled for February 24, 2015. The proxy voting deadline is 10 am (Calgary Time) on February 20, 2015.<\/p>\n<p>For inquiries please contact:<\/p>\n<p>Murray McCartney<br \/>\nPresident &amp; CEO<br \/>\nPh: (403) 232-1150<br \/>\nCrown Point Energy Inc.<br \/>\n<a href=\"mailto:mmccartney@crownpointenergy.com\">mmccartney@crownpointenergy.com<\/a><br \/>\nWebsite: <a href=\"https:\/\/crownpointenergy.com\/\">www.crownpointenergy.com<\/a><\/p>\n<p>For Shareholder inquiries, or assistance with voting, contact Crown Point\u2019s Proxy Solicitor<\/p>\n<p>Laurel Hill Advisory Group<br \/>\nNorth America Toll Free: 1-877-452-7184<br \/>\nCollect Calls Outside North America: 416-304-0211<br \/>\nEmail: <a href=\"mailto:assistance@laurelhill.com\">assistance@laurelhill.com<\/a><\/p>\n<p><strong><em>About Crown Point<\/em><\/strong><\/p>\n<p>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\u2019s exploration and development activities are focused in the Austral and Neuqu\u00e9n 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.<\/p>\n<p><strong><em>Advisory <\/em><\/strong><\/p>\n<p><em>This press release contains forward-looking information.\u00a0 This information relates to future events and the Company\u2019s future performance.\u00a0 All information and statements contained herein that are not clearly historical in nature constitute forward-looking information, and the words \u201cmay\u201d, \u201cwill\u201d, \u201cshould\u201d, \u201ccould\u201d, \u201cexpect\u201d, \u201cplan\u201d, \u201cintend\u201d, \u201canticipate\u201d, \u201cbelieve\u201d, \u201cestimate\u201d, \u201cpropose\u201d, \u201cpredict\u201d, \u201cpotential\u201d, \u201ccontinue\u201d, \u201caim\u201d, or the negative of these terms or other comparable terminology are generally intended to identify forward-looking information.\u00a0 Such information represents the Company\u2019s internal projections, estimates, expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance.\u00a0 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.\u00a0 In addition, this press release may contain forward-looking information attributed to third party sources.\u00a0 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.<\/em><\/p>\n<p><em>This press release contains forward-looking information concerning, among other things, the following: the Company&#8217;s assessment of LAIG&#8217;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&#8217;s demands; the potential consequences, including being required to seek alternative financing, in the event the Second Tranche is not completed; Crown Point&#8217;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.<\/em><\/p>\n<p><em>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 \u201cRisk Factors\u201d in the Company\u2019s Annual Information Form, which is available for viewing on SEDAR at www.sedar.com.<\/em><\/p>\n<p><em>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&#8217;s motivations and intended outcomes are as set forth herein.\u00a0 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\u2019s future operations.\u00a0 Readers are cautioned that this information may not be appropriate for other purposes.\u00a0 Readers are cautioned that the foregoing lists of factors are not exhaustive.\u00a0 The forward-looking information contained in this press release are expressly qualified by this cautionary statement.<\/em><\/p>\n<p><em>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.<\/em><\/p>\n<p><em>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<\/em>.<\/p>\n<p><b><strong><em>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.<\/em><\/strong><br \/>\n<\/b><\/p>\n","protected":false},"excerpt":{"rendered":"<p>Crown Point Cautions Shareholders to be Wary of Dissident LAIG and to Review Court Filings<\/p>\n","protected":false},"author":9,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_exactmetrics_skip_tracking":false,"_exactmetrics_sitenote_active":false,"_exactmetrics_sitenote_note":"","_exactmetrics_sitenote_category":0,"footnotes":""},"categories":[21,8],"tags":[],"_links":{"self":[{"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=\/wp\/v2\/posts\/1091"}],"collection":[{"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=\/wp\/v2\/users\/9"}],"replies":[{"embeddable":true,"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=1091"}],"version-history":[{"count":13,"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=\/wp\/v2\/posts\/1091\/revisions"}],"predecessor-version":[{"id":1138,"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=\/wp\/v2\/posts\/1091\/revisions\/1138"}],"wp:attachment":[{"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=1091"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcategories&post=1091"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/crownpointenergy.com\/index.php?rest_route=%2Fwp%2Fv2%2Ftags&post=1091"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}