CALGARY, ALBERTA–(Marketwired – May 6, 2013) –Pinecrest Energy Inc. (“Pinecrest” or the “Company“) (TSX VENTURE:PRY) announces the appointment of Howard Crone as a director of the Company, the increase of its now syndicated credit facility to $165 million and the adoption of an advance notice bylaw (the “Bylaw“).
Appointment of a New Director
The board of directors (the “Board”) has appointed Mr. Howard Crone to serve as a member of the Board. Mr. Crone will serve as a member of the Corporate Governance, Compensation and Nominating Committee, the Audit Committee, and the Reserves Committee.
Mr. Crone is currently the Executive Vice President and COO of Cequence Energy Ltd. Prior thereto, Mr. Crone was the President and CEO of Cequence Energy from July 2009 to September 2010. From May 2009 to July 2009, Mr. Crone was the President of a privately held oil and gas company. Prior thereto, from July 2004 to May 2009, Mr. Crone was an independent businessman. Prior thereto, from August 2003 to June 2004, Mr. Crone was the Vice-President and Chief Operating Officer of Cequel Energy Inc., a public oil and gas company. Mr. Crone holds a Chemical Engineering degree (1984) from the University of Alberta.
Syndication and Credit Facility Increase
The Company is pleased to announce that it has syndicated its credit facility. The syndicate of lenders is led by Scotiabank and includes the Canadian Imperial Bank of Commerce and Alberta Treasury Branch. The syndicate has expanded the Company’s revolving credit facility to $165 million from $155 million. This increase reflects the nature of the Company’s high quality, long life Slave Point light oil assets and its extensive opportunity base.
Approval of Advance Notice By-Law
The Bylaw, as approved by the board of directors of the Corporation (the “Board“), includes, among other things, 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 Bylaw fixes a deadline by which holders of record of common shares of Pinecrest must submit director nominations to the V.P. Finance and CFO 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 V.P. Finance and CFO 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 Bylaw.
In the case of an annual general meeting of shareholders, notice to the V.P. Finance and CFO 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 V.P. Finance and CFO 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 Bylaw is effective and in full force and effect as of the date hereof. In accordance with the terms of the Bylaw, the Bylaw will be put to shareholders of the Company for approval at the annual and special meeting of the shareholders to be held on June 5, 2013 (the “Shareholders Meeting“). If the Bylaw is not confirmed at the Shareholders Meeting by ordinary resolution of shareholders, the Bylaw will terminate and be of no further force and effect following the termination of the Shareholders Meeting.
The full text of the Bylaw is available via SEDAR at www.sedar.com or upon request by contacting the Vice President Finance and Chief Financial Officer of the Company at (403) 817-2550 or by email at [email protected].
President and CEO
Pinecrest Energy Inc.
V.P. Finance & CFO
Pinecrest Energy Inc.
500, 255 – 5 Avenue SW
Calgary, Alberta T2P 3G6