CALGARY, ALBERTA–(Marketwired – Oct. 22, 2015) – A group of Petrodorado Energy Ltd. (“Petrodorado“) shareholders, including Krishna Vathyam and Braans Ventures LLC (the “Concerned Shareholders“), together owning approximately 6% of the outstanding common shares of Petrodorado, announces that they have requisitioned a special meeting of shareholders of Petrodorado (“Shareholders“) for the purpose of reconstituting the Petrodorado board of directors (the “Board“) with three (3) new directors (the “Requisition“). In a press release dated October 15, 2015, Petrodorado has since announced its intention to hold an annual general and special meeting of Shareholders on January 27, 2016 in Calgary, Alberta (the “Meeting“), for the purpose of, among other things, accommodating the Requisition.
BACKGROUND TO THE REQUISITION
The past actions and inaction of the incumbent Board clearly demonstrate a deficient and unaccountable structure that lacks the necessary direction, vision and incentives to create shareholder value. This lack of stewardship and supervision is visibly apparent in the share price of Petrodorado, which is not reflective of the book value of Petrodorado. The incumbent Board has failed to articulate a cogent strategy for building long term value for all stakeholders, notwithstanding multiple requests to do so. The incumbent Board has been “assessing various opportunities” as part of Petrodorado’s “ongoing strategic evaluation” and reviewing “additional corporate opportunities and assets that may be available to Petrodorado in various industries [emphasis added] in South America” as well as continuing to “evaluate the go forward plan” for Petrodorado for months, yet shareholders have little or nothing to show for it. The Concerned Shareholders believe Petrodorado shareholders deserve better attention to their investment.
In September, 2015, Mr. Vathyam, being very concerned with the foregoing in addition to three consecutive delays to the scheduling of the annual general meeting of Shareholders, provided advance notice for the election of directors in accordance with the by-laws of Petrodorado with respect to the meeting of Shareholders previously scheduled for October 23, 2015, subsequent to which Petrodorado sought and obtained, on an ex parte basis without notice to Mr. Vathyam, an order from the Court of Queen’s Bench of Alberta extending the deadline for holding its next annual general meeting of shareholders until no later than January 30, 2016. Thereafter, Petrodorado cancelled such shareholders’ meeting on September 25, 2015, marking the fourth delay to holding its next meeting of Shareholders and thereby once more denying Shareholders the fundamental right of electing a board of directors. The meeting of Shareholders now scheduled to be held on January 27, 2016 will be eighteen months after Petrodorado’s last annual general and special meeting of Shareholders was held in July, 2014.
The Concerned Shareholders want to reverse the incumbent Board’s trend of misguided oversight and its continual delays and tactics to extend the timing of the next meeting of Shareholders thereby denying Shareholders the fundamental right of electing a board of directors. The Concerned Shareholders believe that Shareholders deserve an experienced team of independent directors that will consider realistic and strategic alternatives for Petrodorado in a timely and cost efficient manner. The Concerned Shareholders further believe that a voluntary liquidation of Petrodorado’s assets and the pro rata distribution of the net proceeds thereof to shareholders, subject to shareholder approval, should be considered.
THE CONCERNED SHAREHOLDERS’ EXPERIENCED BOARD NOMINEES
The Concerned Shareholders believe that it is time for new leadership on the Board. As set out in the Requisition, at the Meeting on January 27, 2016, the Concerned Shareholders propose that each of Robert Cross, Doug Urch and Peter Yates (or their respective appointed successor(s)) (collectively the “Current Directors“) be removed as directors of Petrodorado and the following three (3) new directors be elected to the Board (collectively, the “Concerned Shareholder Nominees“):
- Russell Jackson
Formerly employed in the equity capital markets, Mr. Jackson has been a founder and director of several public and private companies. Mr. Jackson was a founder and director of C & C Energy Canada Ltd., a Columbia focused E&P company which was bought by Pacific Exploration and Production, from inception to IPO (2005 – 2010) and also served as President of C & C Energia (Barbados) (2005 – 2007). He was also a co-founder and director of North Sur Resources (2011 – 2013). Presently, Mr. Jackson is a co-founder and director of Sun God Resources, a private energy company focused on Latin America (2014 – present) and also serves as Chairman of Guatavita Gold Corporation (2006 – present), a Colombia focused gold company.
- Douglas Porter
Since 1997 Mr. Porter has been Managing Director of Porter Valuations & Financial Consulting Inc., a specialty business valuation firm providing valuation and financial consulting services to a broad spectrum of private and public companies throughout Western Canada. He is also currently CFO and director of several publically traded and private companies, including, Altitude Resources Inc., a publicly-traded junior coal explorer focused in western Canada (2012 – present) and Guatavita Gold Corporation (private). Mr. Porter is CFO of STIMWRX Energy Services Ltd., a privately-owned oilfield service company (2014 – present) and is also a director and Audit Committee Chair of Manson Creek Resources (April 2006 – present) and North Sur Resources Inc. (January 2011 – present). Previously, he was a director of Forent Energy Ltd. (December 2008 – June 2014). Mr. Porter has a Bachelor of Commerce degree from the University of Calgary (1990) and is a Chartered Accountant and a Chartered Business Valuator.
- Michael Reynolds
Mr. Reynolds is a Vice President and Director of Corporate Finance at MNP, one of the largest full-service chartered accountancy and business advisory firms in Canada. Mr. Reynolds is also a director of The PYXIS Innovation Inc., a Canadian company that has developed and is commercializing geospatial technology. He also serves as a director of Arctica Showcase Inc. (November 2008 – present), a manufacturing company based in Ontario. Previously, Mr. Reynolds served as a director of BOE Energy Systems Ltd. (November 2013 – January 2015). Mr. Reynolds was also Vice-President of ICM Private Equity, a subsidiary of ICM Realty Group (October 2013 – September 2014) and a Corporate Finance advisor at Stephen Avenue Securities Inc. (January 2010 – March 2013). He has a Bachelor of Commerce degree from McGill University (1996) and is a CFA Charterholder.
If elected, each Concerned Shareholder Nominee would serve until the next annual general meeting of shareholders or until their successors are elected or appointed.
The table below sets out, in respect of each Concerned Shareholder Nominee, his name, province or state and country of residence, his principal occupation, business or employment within the five preceding years, and the number of common shares of Petrodorado beneficially owned, or controlled or directed, directly or indirectly, by such Concerned Shareholder Nominee.
|Name, Province or State and Country of Residence||Principal Occupation and Positions
Held During Last Five Years
|Number of Common Shares Beneficially Owned or Controlled or Directed (Directly or Indirectly)|
|Russell Jackson Calgary, Alberta,
|Mr. Jackson is an entrepreneur, Co-founder and director of Sun God Resources, a private energy company focused on Latin America and Chairman of Guatavita Gold Corporation. Previously, Mr. Jackson served as director of: (i) C & C Energy Canada Ltd., from inception to IPO; and (ii) North Sur Resources Inc., a junior mining and exploration company.||100|
|Mr. Porter is principal of Porter Valuations & Financial Consulting Inc., a business valuation firm providing valuation and financial consulting services to private and public companies. He is also CFO and director of each of: (i) Guatavita Gold Corporation, a privately-held mineral explorer located in Colombia; (ii) North Sur Resources Inc., a publicly-traded resource issuer; (iii) Manson Creek Resources Inc., a publicly-traded mining company; and (iv) Altitude Resources Inc., a publicly-traded junior coal explorer focused in western Canada.||500|
|Michael Reynolds Calgary, Alberta, Canada||Mr. Reynolds is Vice President and Director of Corporate Finance at MNP. He is also a director of: (i) The PYXIS Innovation Inc., a Canadian company that has developed and is commercializing geospatial technology; and (ii) Arctica Showcase Inc., a manufacturing company based in Ontario. Previously, Mr. Reynolds served as: (i) a director of BOE Energy Systems Ltd.; (ii) Vice-President of ICM Private Equity, a subsidiary of ICM Realty Group; and (iii) a Corporate Finance advisor at Stephen Avenue Securities Inc.||10,000|
Except as set forth below, none of the Concerned Shareholder Nominees is, or has been, within 10 years before the date hereof, a director or executive officer of any company that, while acting in that capacity: (a) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, in each case, that was in effect for a period of more than 30 consecutive days (each an “order“); (b) was subject to an order that was issued after the Concerned Shareholder Nominee ceased to be a director or executive officer and which resulted from an event that occurred while that individual was acting in the capacity as director or executive officer; or (c) within a year of ceasing to act in the capacity of a director or executive officer, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. Mr. Reynolds was appointed as a director of Arctica Showcase Company Inc. in November 2007. Shortly thereafter, the financial crisis of 2008 negatively impacted the company and the company had a receiver appointed to restructure the organization, which involved a sale of assets to a strategic acquirer. Mr. Reynolds continues to serve as a director of the acquiring company, Arctica Showcase Inc., which has been profitable every year since. From November 2013 to January 2015 Mr. Reynolds was a director of BOE Energy Systems Ltd. In May 2015, BOE Energy Systems Ltd. entered into receivership proceedings. The successor company has since secured new contracts internationally and is in the process of expanding.
To the knowledge of the Concerned Shareholder, as at the date hereof, no Concerned Shareholder Nominee has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Concerned Shareholder Nominee.
To the knowledge of the Concerned Shareholders, none of the Concerned Shareholders, or their respective directors or officers, or any associates or affiliates of the foregoing, or any of the Concerned Shareholder Nominees or their respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of Petrodorado’s most recently completed financial year or in any proposed transaction which has materially affected or will materially affect Petrodorado or any of its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the election of directors.
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although the Concerned Shareholders requisitioned the Meeting, Shareholders are not being asked at this time to execute a proxy in favour of the Concerned Shareholder Nominees or any other resolution set forth in the Requisition. Notwithstanding the foregoing, the Concerned Shareholders are voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations.
This press release and any solicitation made by the Concerned Shareholders in advance of the Meeting is, or will be, as applicable, made by the Concerned Shareholders, and not by or on behalf of the management of Petrodorado. All costs incurred for any solicitation will be borne by the Concerned Shareholders, provided that, subject to applicable law, the Concerned Shareholders may seek reimbursement from Petrodorado of the Concerned Shareholder’s out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Board.
The Concerned Shareholders are not soliciting proxies in connection with the Meeting at this time, and Petrodorado shareholders are not being asked at this time to execute proxies in favour of the matters set forth in this press release and Requisition. Any proxies solicited by the Concerned Shareholders will be solicited in accordance with applicable securities laws. Any proxies solicited by Concerned Shareholders in connection with the Meeting may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law and the articles of Petrodorado.
None of the Concerned Shareholders or, to their knowledge, any of their associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the election of directors to the Board.
Petrodorado’s principal business office is Suite 3100, 250 – 6th Avenue SW, Calgary, AB T2P 3H7. A copy of this press release may be obtained on Petrodorado’s SEDAR profile at www.sedar.com.
The Concerned Shareholders
Attn: Krishna Vathyam