17:01:20 EDT Fri 26 Apr 2024
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Crown Point Energy Inc
Symbol CWV
Shares Issued 104,515,329
Close 2015-01-23 C$ 0.16
Market Cap C$ 16,722,453
Recent Sedar Documents

Crown Point dissident urges vote against management

2015-01-23 20:50 ET - Shareholders Letter

Mr. Matias de Bujan of LAIG reports

LAIG ISSUES OPEN LETTER TO SHAREHOLDERS OF CROWN POINT ENERGY INC.

On Jan. 23, 2015, LAIG Oil Investments issued the following open letter to shareholders of Crown Point Energy Inc.

Dear Crown Point Energy Inc. shareholders,

We write to you as a concerned shareholder of Crown Point Energy Inc. Unless we collectively take immediate action, the value of our investment in the company will be seriously impaired.

We have been a significant long-term investor in the company since 2012 and tried to maintain a constructive dialogue with management when we realized the serious issues the company was facing due to management's incompetence, evidenced by a ridiculously high level of expenses and a declining operating performance, as well as, ultimately and inevitably, a plummeting stock price. As a result, last November, we wrote to the board informing it that we owned close to 7 per cent of the total outstanding shares, outlining our concerns and proposing a number of important changes required to improve shareholder value. Our proposal and recommendations were based on a thorough analysis of the company's finances and operations. The response we received was disappointing. Management and the board resorted to ad hominem attacks instead of addressing the serious issues we raised. Their response not only mischaracterized LAIG as a "misleading and dissident" shareholder, but also continued to mislead shareholders with a series of inaccurate statements.

In a separate letter, which we intend to send to management and the board and make available to shareholders through SEDAR, we explain why Crown Point's underperformance is mainly due to their incompetence and negligence.

Recent events highlight the disregard that management and the board have for their fiduciary duties.

For some time, management has been unable to meet its own financial and operational targets.

After denying publicly that the company faced any financial pressures, it rushed, without a shareholder vote, the consummation of a highly dilutive equity financing when the stock was at a historical low.

The financing includes some changes in corporate governance that serve to entrench management and current board members, eliminating any hope of improvement in the company's fortunes.

Management has not disclosed any plans to reduce general and administrative expenses or to derisk its main assets, and has offered no satisfactory explanations to several actions taken in the last two years that have resulted in a significant loss of shareholder value.

Management, with the acquiescence of the board, has failed to explain the rationale behind certain decisions that had a significant adverse effect on the company's valuation.

Management and the board failed to provide full disclosure to the shareholders.

We urge the participation of all of the company's shareholders in the coming vote on Feb. 24, which will define the future of the company and the value of our investment. We request that you vote against the transaction proposed by management and approved by the board. Also, we request your support for an alternative and improved equity financing proposal and a credible plan to turn the company around.

Management has entered into a highly dilutive equity financing that allows management to entrench itself

As you may know, management proceeded with the first step of an equity financing proposal pursuant to the terms of an investment agreement entered into with two new investors in the company. As a result, the new investors now own 19.9 per cent of the company's shares. This highly dilutive and, according to management, "strategic and transformative" transaction was completed without calling a shareholder vote. Moreover, the transaction was deliberately structured in two steps to circumvent the requirement for shareholder approval. Although the company denies this, why else would the deal have been structured in two steps other than to avoid the shareholder vote for the entire transaction? Moreover, for several months, management told us that its capital expenditure plans were fully financed. This was clearly not the case.

Management and the board are asking the company's existing shareholders to pay for their incompetence. The equity financing will result in significant dilution, as it requires issuing an additional 60 per cent of the outstanding shares at a time when the company's shares trade at historical lows. Let us be clear -- the company ran out of cash because of the incompetence of management. The same management now imposes a huge cost to shareholders while offering no plans to improve shareholder value through a clear plan to reduce the company's exorbitant expenses. Management has not even properly explained how it will deploy the new capital.

The investment agreement confirms the composition of the current board and increases its size to nine members to accommodate two directors nominated by the new investors. As part of the agreement, the new investors have committed to support any directors nominated by the board until December, 2015, and to maintain the current board composition for a certain period of time. This ensures the entrenchment of current management and board members, who are responsible for the disastrous situation in which the company finds itself. We, the public shareholders and collective owners of a substantial majority interest in the company, cannot allow this to happen.

In what would appear to be a breach of its fiduciary obligations, the board agreed to amend the financing so that it would be even more dilutive to you, the shareholders. It justified this decision by the "recent sharp decline in global oil prices and other related factors." This does not make any sense. The company primarily sells gas, and, in Argentina, gas prices are not currently affected by international market conditions. Also, the price of oil in Argentina as of January, 2014, was 40 per cent higher than the international Brent price. Finally, the investment agreement does not provide an "out" to the new investors as a result of changes in oil prices.

Management has indicated that it initiated negotiations for raising capital in March, 2014 (when the stock price was around 80 cents), but closed a transaction when the stock price reached its historical lows. This resulted in significantly higher dilution for current shareholders. At the same time, management was not willing to find different providers for such equity financing, which would normally be the aim of a responsible management, since it clearly did not entertain a negotiation with LAIG, which was willing to invest more money in the company as long as expenses were reduced and the strategy corrected. Clearly, management was not worried about the dilution the shareholders would suffer, and, instead, members of management were only worried about keeping their jobs and high salaries. Management rejected our financing proposal out of hand, without any attempt to negotiate improved terms.

Management incompetence led to the liquidity crunch

Last December, we learned that the company had been facing short-term liquidity pressures since the end of August and that the first tranche of the financing was needed to finance the near-term commitments to develop Tierra del Fuego. Management appears to have known that this was going to happen as early as last March, since it claims that that is when it started negotiations with the new investors. Until the equity financing was announced last December, management had repeatedly stated that the company had all the cash flow needed to finance its two key projects, Cerro los Leones and TDF. Clearly, the disclosure regarding the company's financing requirements was deficient.

Despite the public assurances to the contrary, we were concerned about the state of the company's finances and its direction (or lack thereof). LAIG executives personally met with Murray McCartney, the company's chief executive officer, in June, 2014, in Buenos Aires. At that time, he explained that the company had total capex needs of approximately $22-million and about $25-million to finance them ($11-million in cash, close to $10-million in cash flow from operations and a line of credit from HSBC for $4.5-million). If this was the case, why was he already negotiating with the new investors at that time?

Subsequently, we learned that the company ran out of cash after drilling only one well in CLL. By then, the company had also lost any revenue from El Valle (sold for a fraction of its true value without proper disclosure of the reason behind the ridiculously low price obtained), and spent all the cash flow generated by TDF to finance an unjustifiably high level of expenses. On Oct. 30, 2014, we met again with Mr. McCartney and Mr. Madden, the chief financial officer. During the meeting, they assured us that the company's working capital amounted to approximately $7-million. Evidently, this was not true, as shown in the latest quarterly results. This is further evidence of management's incompetence or its willingness to mislead one of its largest shareholders.

Inability to control costs and lack of a coherent strategy

Management has not yet disclosed any plans to reduce general and administrative expenses or to derisk its main assets and has not offered a satisfactory explanation of several decisions taken in the last two years that have resulted in a significant loss of shareholder value.

Given the large fall in the stock price in the last year and management's failure to meet its own production targets, LAIG conducted a thorough analysis of the company's finances, operations and strategy. We found a number of serious problems in the way the company was managed. Our conclusion is that management is more interested in entrenching itself than in creating value for shareholders. We have enough evidence that leads us to question management's judgment, motivation and competence.

The company's shareholders can expect to see further impairment in the value of their investment in the company unless there are immediate changes to management and the board.

An improved financing proposal

We will formally submit to the board a binding proposal to provide the second tranche contemplated under the investment agreement, improving the price per share offered for the new equity by 10 per cent. We are effectively offering to purchase 34,034,296 Crown Point Energy newly issued common shares at a value of 27.5 U.S. cents per share under substantially the same terms as the investment agreement. Our proposal is not subject to any conditions other than those in the investment agreement, and is therefore more attractive for the company's shareholders.

We are asking the board to include in its management information circular the submission for approval of our proposal. We ask you to vote in favour of our proposal.

Our plan to turn the company around

We believe that a coherent and effective strategy is as important as the financing itself. Otherwise, the dilution shareholders suffer would simply delay the inevitable depletion of the company's resources. We have a seasoned management team to execute such strategy.

We propose to appoint a new CEO, who can start immediately. Our candidate would bring more than 25 years of experience managing private and public energy companies in Argentina and other countries in Latin America. Also, the new CEO we are proposing has a successful record of turning around companies, reducing costs, and increasing production and revenues. This is exactly the type of CEO the company needs right now. We propose a new compensation model for the company's top executives that would be based primarily on the attainment of objective measures of success and would include a high component of stock and/or stock options to better align their interests with those of shareholders.

The key aspects of our turnaround plan for the company include:

  • Proving up and derisking CLL, either by self-financed capital expenditures and/or joint ventures/partnerships, advancing the stalled process of defining the asset, deciding whether to proceed in testing the La Hoyada X1 well, and designing a program and securing equipment for re-entering and testing the Vega del Sol X1 well (which management said is not abandoned and has no wellbore or well condition impediments for testing and re-entering);
  • Defining the status of Laguna de Piedra and Ramirez, and either developing their full potential or divesting the company as interest in these assets;
  • Continuing to prioritize TDF and, if it requires company resources, ensuring the company is reimbursed for any costs incurred;
  • Exploring potential partnerships and value-creating transactions; drastically reducing the current level of G&A expenses, by curtailing travel expenses and office expenses, eliminating the double layer of management and reducing the overall number of employees;
  • Optimizing cash positions and expenditures in foreign currencies and utilizing legal instruments to obtain a better exchange rate in the event funds have to be transferred to Argentina;
  • Pursuing legal analysis of potential claims in favour of the company and seeking payment of written-off receivables.

We also believe that the members of the board should not only have relevant experience in the oil and gas sector, but also relevant knowledge about operating a business in Argentina. Finally, we believe that both management and members of the board must have skin in the game to assure a proper alignment of interest with the company's shareholders.

We urge all shareholders to read our letter to the CEO and board in full to get a clear understanding of the gravity of the current situation and the need to take immediate action. A copy of the letter will be made available under Crown Point's company profile on SEDAR.

As we have conveyed in our public communications during the past two months, we think the company faces a very difficult situation, which is clearly reflected in the stock price. Management reluctantly admitted the seriousness of the situation by seeking a financing that imposes massive dilution on its shareholders. They are asking shareholders to pay for management's own mistakes without making any effort to reduce expenses. We have an opportunity to change the course of the company we own. This opportunity is on Feb. 24, where we will be able to vote down the transaction proposed by management and vote in favour of changing the board, as proposed by LAIG. Also, we challenge management and the board to do the right thing and allow shareholders to also vote on the improved terms for the equity financing LAIG is offering. Our interests are fully aligned with yours. LAIG and its principals have a proven record in the energy sector in Latin America, particularly in Argentina. We ask you to trust us and give our nominees the opportunity to turn the company around.

We are available to answer any questions you may have on our plans.

Proxy solicitation

LAIG is publicly soliciting proxies for the meeting of shareholders in reliance upon the public broadcast exemption to the solicitation requirements under Section 9.2 (4) of National Instrument 51-102 (continuous disclosure obligations) and applicable Canadian corporate laws. Information applicable to public broadcast solicitations (including with respect to LAIG's nominees) in accordance with corporate and securities laws has previously been provided by LAIG in its press release dated Dec. 1, 2014, under the section entitled proxy solicitation, which press release is available under Crown Point's company profile on SEDAR.

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