CALGARY, ALBERTA–(Marketwired – April 26, 2013) –Renegade Petroleum Ltd. (“Renegade” or the “Company“) (TSX VENTURE:RPL), a light oil focused exploration and production company with assets located in Saskatchewan, Alberta, Manitoba and North Dakota, is pleased to announce that, further to its press releases of April 15, 2013 and April 22: (a) the Renegade board of directors (the “Board“) has added three new independent directors; (b) the Board has formed a special committee of the new independent directors to proceed with the previously announced strategic review of the Company’s business plan; and (c) Renegade has adopted a shareholder rights plan (the “Rights Plan“) and an advance notice by-law (the “Advance Notice By-law“).
New Board Members
Renegade is pleased to announce the addition of Mr. Steven Sharpe, Mr. Herb Pinder and Mr. Thomas Budd to the Board. Renegade believes that the addition of these independent directors will significantly strengthen the Board through the addition of the combined skill sets, education and experiences of these three highly qualified individuals, particularly in light the previously announced strategic review of the Company’s business plan and consideration of a broad range of alternatives to enhance shareholder value.
Renegade also announces resignations of Mr. Dallas Duce and Mr. Bill Ambrose. Renegade would like to thank Mr. Duce and Mr. Ambrose for their valuable contributions to the Company during their tenure.
The following is a brief biography on each of the new directors:
Mr. Sharpe is currently Managing Director of The EmBeSa Corporation, a private consultancy dealing primarily with corporate restructuring, business strategy and crisis management. Mr. Sharpe is Chairman of Advantage Oil & Gas Ltd., a Calgary-based oil and gas company which trades on the TSX and New York Stock Exchange and Chairman of Longview Oil Corp., which trades on the TSX. He also currently sits on the Advisory Board of the Pine River Institute. Until the recent closing of the tender offer, Mr. Sharpe was Chief Executive Officer and a director of C.A. Bancorp Inc.
Previously, Steven was Senior Advisor to Blair Franklin Capital Partners Inc., the Toronto-based investment bank which he and Gordon Cheesbrough founded in 2002, and Chairman and CEO of the Prime Restaurants Royalty Income Fund. From 2002 until July, 2007, Steven was co-Managing Partner of Blair Franklin.
Through his career, Mr. Sharpe has gained considerable experience in the areas of strategic planning, restructuring, business development, conflict and governance issues, dealing with issuers with operational and financial challenges and business integration following M&A transactions. Mr. Sharpe graduated from Osgoode Hall Law School in 1977, and was called to the Ontario bar in 1979. He spent his legal career at the Torys firm, from 1979 to 1986, and Davies, Ward & Beck from 1986 to 1998. During that time, he spent a significant amount of time acting on behalf of investment and commercial banks, multinational companies, boards of directors and shareholders, providing all aspects of business advice, with an emphasis on strategic, conflictual and governance issues. Mr. Sharpe co-headed the Work-out and Restructuring Group at Davies, and participated in a variety of national and international situations, spanning a number of sectors of the economy.
In 1998, Steven was approached by The Kroll-O’Gara Company to join the organization in New York and take part in the development of the growth strategy for the newly-merged enterprise. As Executive Vice President, he was responsible for strategic planning, business development and the creation of the firm’s M&A group. When he left Kroll to return to Toronto in 2001, Steven agreed to undertake the operational and financial restructuring and ultimate auction of Security Technologies Group, a Florida-based national security integration company, on behalf of its stockholders. Subsequently, he undertook a similar role as Chief Restructuring Officer with a private holding company in Toronto, working out and rationalizing its portfolio of operating businesses and passive investments.
Mr. Sharpe is a former director of Foamex International, Inc. (NASDAQ) (Audit Committee), Prime Restaurants Inc. (Board Chair), Security Technologies Group, Inc., (Executive Committee) Altamira Investment Services Limited, (Chair, Audit Committee) RMX Exploration Company, (Board Chair), C.A. Bancorp Inc., Central Toronto Youth Services, (Board Chair) the Child, Youth and Family Policy Research Centre, (Founder, Vice-Chair) Camp Oochigeas (Executive Committee) and The Donwood Institute (Board Chair).
Mr. Pinder is the currently President of the Goal Group, a private equity management firm located in Saskatoon, Saskatchewan. Previously he managed a family business as President of Pinder Drugs. Mr. Pinder currently sits on the board of directors of ARC Resources Ltd. and Tournament Exploration – 2005 ( a private upstream oil and gas company) and is chairman of the board of directors of Cavalier Enterprises Ltd. (a hotel chain). Mr. Pinder is also a trustee of the Fraser Institute and a member of the Advisory Council for the School of Policy Studies at the University of Calgary. Mr. Pinder has a Bachelor of Arts degree from the University of Saskatchewan, a Bachelor of Law degree from the University of Manitoba and an MBA from the Harvard University Graduate School of Business.
Mr. Pinder is an experienced corporate director and brings an extensive and impressive varied business background to Renegade. His former business and non-profit activities include the following:
- President, Pinders Drugs (family merchandising business)
- President, Goal Sports Corp. (representation of professional hockey players)
- Chairman and Director, Wascana Energy Inc. (formerly SaskOil)
- Director, Tarragon Oil and Gas (upstream energy company)
- Director, ARC Strategic Energy Fund (energy mutual fund)
- Director, Princeton Developments Ltd. (real estate)
- Chairman, Tethys Energy Inc. (junior oil & gas company)
- Director, Canadian Airlines Corp. (airline)
- Director, Credit Foncier (financial institution)
- Director, Mohawk Canada Limited (downstream oil and gas company)
- Director, Eldorado Nuclear Ltd. (uranium mining and processing company)
- Director, Saskatchewan Economic Development Corporation (SEDCO)
- Director, Develcon Electronics Ltd. (telecommunications technology company)
- Director, Silent Witness Enterprises Ltd. (security technology company)
- Director, UMA Group Ltd. (international engineering and consulting company)
- Director, Sunshine Village Corporation (ski operation)
- President, Regina Pats Hockey Club (Western Hockey League)
- Director, Viterra Inc. (global agribusiness company)
- Director, C. D. Howe Institute, Toronto
- Director, Canadian Chamber of Commerce, Ottawa
- Director, Saskatchewan Chamber of Commerce, Regina
- Governor, Canada’s Sports Hall of Fame, Toronto
Mr. Budd has been in the investment industry since 1981 where he held various investment banking roles with firms such as Midland Doherty and Richardson Greenshields until he became a founding partner of Goepel Shields & Partners in July of 1989, and headed the Corporate Finance department in Alberta. Mr. Budd held the position of Senior Vice President and Managing Director Corporate Finance at Goepel Shields until his departure in March of 1996. On April 1, 1996, Mr. Budd joined the predecessor to GMP Securities Ltd. where he held the position of President until his retirement in July 2009. Mr. Budd has played a significant role in taking several medium-size companies public and has been instrumental in developing many innovative financing techniques for oil and gas companies. During his investment banking career, Mr. Budd gained an extraordinary amount of M&A and financing experience, as he acted as financial advisor on over 200 take-overs, mergers and/or restructuring transactions, lead financial advisor on over 200 financings and underwriter on over 300 financings.
Mr. Budd received his M.B.A. from the University of Toronto, a Bachelor of Commerce Degree from the University of New Brunswick and holds the professional designation of Certified Management Accountant.
Renegade also announces that the Board has formed a special committee of independent directors comprised of Messrs. Sharpe (Chair), Pinder and Budd which committee is charged with the responsibility of overseeing the previously announced strategic review of the Company’s business plan to identify appropriate actions for the Company. The strategic review will examine and consider the alternatives available to the Company with a view to enhancing shareholder value. Management and the Board are committed to acting in the best interests of the Company and its shareholders.
Shareholder Rights Plan
On April 26, 2013, the Board approved the adoption of the Shareholder Rights Plan. The Rights Plan is designed to provide shareholders and the Board with adequate time to consider and evaluate any unsolicited bid made for the Company, to provide the Board with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid, to encourage the fair treatment of shareholders in connection with any take-over bid for the Company and to ensure that any proposed transaction is in the best interests of the shareholders of the Company.
The Rights Plan was not proposed in response to, or in anticipation of, any pending, threatened or proposed acquisition or take-over bid. The Board did not adopt the Rights Plan to prevent a take-over of the Company, to secure the continuance of management, the directors of the Board in their respective offices or to defer offers for the shares of the Company. The issuance of the rights will not change the manner in which shareholders trade their shares.
The Rights Plan is similar to other rights plans adopted by many Canadian companies. The Rights Plan is not triggered if an offer to acquire Company shares is made as a “permitted bid” and thereby allows sufficient time for the Board and shareholders to consider and react to the offer. The full text of the Rights Plan will be available via SEDAR at www.sedar.com.
The Rights Plan has been conditionally accepted by the TSX Venture Exchange and is effective immediately. The Rights Plan must be confirmed by Shareholders at a meeting to be held within six months.
The Rights Plan is effective and in full force and effect as of the date hereof.
Advance Notice By-law
On April 26, 2013, the Board approved the adoption of the Advance Notice By-law. The Advance Notice By-law, among other things, includes a provision that requires advance notice to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to: (i) a “proposal” made in accordance with section 136(1) of the Business Corporations Act (Alberta) (the “Act”); or (ii) or a requisition of the shareholders made in accordance with section 142(1) of the Act.
Among other things, the Advance Notice By-law fixes a deadline by which holders of record of common shares of Renegade must submit director nominations to the Chief Financial Officer of the Company prior to any annual or special meeting of shareholders and sets forth the specific information that a shareholder must include in the written notice to the Chief Financial Officer of the Company for an effective nomination to occur. No person will be eligible for election as a director of the Company unless nominated in accordance with the provisions of the Advance Notice By-law.
In the case of an annual general meeting of shareholders, notice to the Chief Financial Officer of the Company must be made not less than 30 nor more than 65 days prior to the date of the annual general meeting of shareholders; provided, however, that in the event that the annual general meeting of shareholders is to be held on a date that, is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the nominating shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date.
In the case of a special meeting (which is not also an annual general meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Chief Financial Officer of the Company must be made not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.
The Advance Notice By-law is effective and in full force and effect as of the date hereof. In accordance with the terms of the Advance Notice By-law, the Advance Notice By-law will be put to shareholders of the Company for approval at its next meeting of shareholders. If the Advance Notice By-law is not confirmed at the meeting by ordinary resolution of shareholders, the Advance Notice By-law will terminate and be of no further force and effect following the termination of the shareholders meeting.
The full text of the Advance Notice By-law will be available via SEDAR at www.sedar.com.
Information about the Company
Renegade’s common shares trade on the TSX Venture Exchange under the symbol RPL. Renegade currently has approximately 203.1 million common shares outstanding and 212.1 million fully-diluted common shares.
Forward Looking Statements
This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws. The forward-looking statements contained in this document are based on certain key expectations and assumptions made by Renegade.
Although Renegade believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Renegade can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure to obtain necessary regulatory and shareholder approvals, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), commodity price and exchange rate fluctuations and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. Certain of these risks are set out in more detail in Renegade’s Annual Information Form which has been filed on SEDAR and can be accessed at www.sedar.com and Renegade’s other public disclosure documents which have been filed on SEDAR and can be accessed at www.sedar.com.
The forward-looking statements contained in this press release are made as of the date hereof and Renegade undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
President & CEO
Renegade Petroleum Ltd.
Vice-President, Finance & CFO