Renegade Petroleum Ltd. Files Circular for Special Shareholder
Meeting - Urges Shareholders to Just Say NO to FrontFour
CALGARY, ALBERTA--(Marketwired - Dec 12, 2013) - Renegade
Petroleum Ltd. ("Renegade" or the "Company") (TSX-VENTURE:RPL)
filed its management information circular today for its special
meeting to be held on Tuesday, January 28, 2014.
The meeting will consider a demand by FrontFour Capital Group
LLC and a related shareholder, collective holders of 5% of the
common shares, to replace recently elected directors entirely with
its own nominees.
The circular lays out the choice that Renegade shareholders will
have at the meeting, between:
- moving forward with the prudent and focused execution of the
strategic review process, while a diligent and strong technical
team stewards the assets under the watchful eye of our experienced
oil and gas board members; and
- allowing an opportunistic hedge fund to gain full control of Renegade without
paying a control premium and without providing any
constructive plans for the future.
Urging shareholders to vote their WHITE proxies against
FrontFour, in a letter to shareholders Mr. Thomas Budd, Chairman of
the Board, notes that, with "NO plan, NO
rationale and NO control premium offered to
Renegade shareholders during this critical stage in Renegade's
existence, FrontFour's proposed changes to the Board are
NOT in the best interests of Renegade and its
shareholders."
Further information about FrontFour's proposal and the matters
to be considered at the January 28th meeting can be found in
Renegade's management information circular dated December 12, 2013.
The circular will be mailed to shareholders of record as of
December 9, 2013, and a copy of the circular will be available
under Renegade's profile on SEDAR at www.sedar.com and on
Renegade's website at www.renegadepetroleum.com.
ATTENTION RENEGADE SHAREHOLDERS
Vote your WHITE proxy by mail or fax in order for it to be
received by the deadline. Proxies must be received no later than
Friday, January 24, 2014 at 11:00 a.m. (Calgary time). Please
ensure that you sign and date the WHITE proxy.
For questions on voting your WHITE proxy, please call:
Kingsdale Shareholder Services Inc. |
Telephone Toll Free: |
1.866.581.1514 |
Toll Free Fax: |
1.866.545.5580 |
Outside North America Call Collect: |
1.416.867.2272 |
Email: |
contactus@kingsdaleshareholder.com |
CORPORATE INFORMATION
Renegade is a light oil focused development and production
company with assets located in Saskatchewan, Alberta, Manitoba and
North Dakota. Renegade's common shares trade on the TSX Venture
Exchange under the symbol RPL.
FORWARD-LOOKING STATEMENTS
Statements in this document may contain forward-looking
statements or information within the meaning of applicable
securities laws. The reader is cautioned that assumptions used in
the preparation of such information may prove to be incorrect.
Events or circumstances may cause actual results to differ
materially from those predicted, as a result of numerous known and
unknown risks, uncertainties, and other factors, many of which are
beyond the control of the Company. In addition, forward-looking
statements or information are based on a number of factors and
assumptions which have been used to develop such statements and
information but which may prove to be incorrect. Although the
Company believes that the expectations reflected in such
forward-looking statements or information are reasonable, undue
reliance should not be placed on forward-looking statements because
the Company can give no assurance that such expectations will prove
to be correct. The forward-looking statements contained in this
news release are made as at the date of this news release and the
Company does not undertake any obligation to update publicly or to
revise any of the included forward-looking statements, whether as a
result of new information, future events or otherwise, except as
may be required by applicable securities laws.
Neither the 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 release.
(Full text of Mr. Thomas Budd's letter follows)
December 12, 2013
Dear Renegade Shareholders,
The upcoming special meeting of shareholders of Renegade
Petroleum Ltd. is important. You are being asked to make a major
decision that will have a significant impact on the future of your
company and your investment. You are asked to decide between:
- forging ahead with the prudent and focused execution of the
strategic review process, while a diligent and strong technical
team stewards the assets under the watchful eye of our experienced
oil and gas board members; or
- allowing an opportunistic hedge fund to gain full control of
Renegade without paying a control premium and without providing any
constructive plans for the future.
We are on the Right Path
The special meeting of shareholders will be held in the Turner
Valley Room of the Fairmont Palliser Hotel located at 133 - 9th
Avenue S.W., Calgary, Alberta on Tuesday, January 28, 2014 at 11:00
a.m. (Calgary time). At the Meeting, WE URGE YOU TO JUST SAY NO to
allowing an opportunistic hedge fund to divert our path by gaining
full control of your company without paying a control premium or
having any plans for your company's future.
Renegade is now on the right path. The execution of the
strategic review process, while concurrently focusing on our core
assets is the right path for Renegade and provides the best
opportunity for our shareholders to see the value of Renegade
enhanced.
Your Board is working to enhance value for ALL Renegade
shareholders
Renegade's fully independent board of directors is working hard
to enhance shareholder value by sustaining a high netback light oil
asset portfolio, while concurrently undertaking a strategic review
process through the Special Committee of the Board. The strategic
review continues to involve investigating alternatives, including
potential value enhancing transactions, while at the same time
conducting a search for a new CEO. Since the commencement of the
strategic review process, Renegade has increased its financial
flexibility through a reduction of the dividend and prudent asset
sales. For example, on December 12, 2013 Renegade announced that it
entered into a purchase and sale agreement for the disposition of
non-core assets for proceeds of $32.5 million, with attractive
transaction metrics of $92,850 per flowing barrel of oil and
liquids production and a transaction value of nearly 6x cash flow.
This transaction will be immediately beneficial to the company, as
it will allow Renegade to significantly decrease its debt and
interest expenses.
The Special Committee continues to participate in numerous
negotiations, discussions and meetings with advisors and third
parties. Many potential counter-parties have executed
confidentiality agreements and have been granted access to a
confidential data room. Renegade has received expressions of
interest with respect to asset and corporate transactions and many
participants remain active in the data room. The Board remains
committed only to pursuing courses of action that are in the long
term best interests of Renegade and its shareholders.
Your Board's Plan of Action is to:
- take all required steps to enhance value and focus on our core
assets, including a diligent asset rationalization process, which
will result in reduced debt and interest expenses and will
strengthen the quality of the asset base;
- continue to deliver strong operational and technical results
and top quartile operating netbacks;
- drive towards a peer-comparable cost structure, G&A
reductions and strengthened corporate netbacks; and
- continue the search for a highly-qualified CEO with a technical
background and a strong presence in the capital markets to lead
Renegade in a successful direction.
The Board and the Special Committee are focused on discharging
their duties appropriately through best corporate governance
practices. Since the commencement of the strategic review, your
Board has been further strengthened through the addition of three
new highly experienced and qualified directors with particular
expertise and skill sets that are aligned with Renegade's
needs.
At our very recent annual general and special meeting,
shareholders voted to fix the number of directors on the Board at
eight. With the recent changes in our Board, our number has
temporarily increased to nine. In order to ultimately restore the
Board to eight members, Jay Reid and Steven Sharpe have indicated
their intention to resign from the Board. This will leave the Board
with seven directors and will provide the Board with the ability to
appoint a new CEO to fill the eighth seat on the Board. If the work
of the Special Committee is not completed by the time of Mr.
Sharpe's resignation, Mr. Sharpe has indicated his willingness to
continue to assist the Special Committee and the Board in
fulfilling their work, as an advisor.
Do not let the dissidents jeopardize your
investment
As you may be aware, FrontFour Capital Group LLC and Novo
Investment Group Ltd., corporate shareholders of Renegade that are
controlled by Zachary George, and his father, Rick George, recently
acquired a 5% interest in Renegade. On October 21, 2013 FrontFour
requisitioned a meeting of shareholders. This meeting is a clear
distraction from the important work being undertaken in connection
with our strategic review process. It will delay our ability to
secure a new CEO and it has forced us to incur significant
expenses, at a cost to ALL Renegade shareholders. Nevertheless, we
are compelled to call this requisitioned meeting in order to
fulfill the company's statutory obligations. It is unfortunate that
Renegade is forced to incur the additional expense and needless
distraction of having a meeting at this time, particularly when our
annual general and special meeting was held on September 27,
2013.
We have tried to engage in a constructive dialogue with
FrontFour without success. Our efforts have been met with evasive
and disruptive behaviour. Members of the Special Committee have
spoken with FrontFour and Zachary George and have exchanged letters
and emails. FrontFour initially demanded four Board seats. Our
response was that we would consider their demand if they provided
resumes for their nominees, so that each individual could be
properly considered. FrontFour declined the opportunity and,
instead, requisitioned this poorly-timed and distracting
meeting.
With NO plan, NO rationale and NO control premium offered to
Renegade shareholders during this critical stage in Renegade's
existence, FrontFour's proposed changes to the Board are NOT in the
best interests of Renegade and its shareholders. WE URGE YOU TO JUST SAY NO TO
FRONTFOUR.
Continue on the right path. Vote your WHITE proxy AGAINST FrontFour's
resolutions and support your Board's strategic review efforts - do
not be distracted by FrontFour's opportunistic attempt to seize
control of Renegade without paying for it.
Your Board is committed to pursuing value and a successful
future. Regardless of how many shares you own it is imperative that
you vote your WHITE
proxy AGAINST FrontFour's resolutions in order to stop FrontFour's
attempt to take control of your company.
Whether or not you plan to attend the Meeting, we urge you to
read the management information circular carefully and vote
JUST SAY NO TO
FRONTFOUR by using the enclosed WHITE proxy.
You may vote your WHITE proxy by telephone or
internet, or by signing, dating, and returning the enclosed
WHITE proxy in the
postage-paid envelope provided. Only your last-dated proxy will
count - any proxy may be revoked at any time prior to its exercise
at the Meeting as described in the accompanying management
information circular.
If you have any questions, please contact Kingsdale Shareholder
Services Inc., which is assisting us in connection with the
Meeting, at 1-866-581-1514 toll-free in North America, or
416-867-2272 outside North America or by email at
contactus@kingsdaleshareholder.com.
On behalf of the Board and management, we would like to thank
you for your continued support of Renegade.
Yours truly,
Thomas Budd
Chairman of the Board of Directors
Renegade Petroleum Ltd.Andrew GreensladeInterim Chief Executive
Officer(403) 930-1102Renegade Petroleum Ltd.Mark LobelloInterim
Chief Financial Officer(403) 355-8921
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