14:03:46 EDT Sat 18 May 2024
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Pipestone Energy Corp
Symbol PIPE
Shares Issued 279,708,061
Close 2023-09-21 C$ 2.36
Market Cap C$ 660,111,024
Recent Sedar Documents

Pipestone says GMT's comments short on credibility

2023-09-22 00:42 ET - News Release

Mr. Dustin Hoffman reports

PIPESTONE REBUTS LATEST MISLEADING, FALSE AND INCOHERENT ARGUMENTS FROM GMT'S TOM CLAUGUS

Pipestone Energy Corp. has stated that GMT Capital Corp.'s latest attempt to derail the proposed arrangement with Strathcona Resources Ltd. is long on speculation and short on credibility.

Today's claims from GMT's Mr. Claugus provide nothing new for Pipestone shareholders, the board of directors of Pipestone or the independent committee of the board to consider other than a remarkable claim by Mr. Claugus to have personally talked to chief executive officers of four other companies that are interested in making an offer for Pipestone. After an exhaustive 18-month strategic review process that began in early 2022 and evaluated over 75 potential counterparties, the company asks, who are these unnamed Claugus-linked CEOs with a sudden interest in Pipestone?

"We have received no calls from Tom Claugus, whose fund is a major shareholder with representation on our board, passing along the names of these four mystery CEOs," said Gord Ritchie, chair of the Pipestone board. "If GMT really wants to create value for all Pipestone shareholders, why have they not shared these offers, and why are we only hearing about them now? It leads us to wonder whether they even exist, and what is Tom Claugus's real agenda here?"

The remaining arguments made in today's letter echo the same false, speculative and unsupported points contained in GMT's dissident proxy circular, which have already been thoroughly addressed and dismantled by Pipestone.

"For GMT to say Waterous Energy Fund is a seller of Strathcona shares is the latest in a long list of categorically false statements," said Adam Waterous, chief executive officer of Waterous Energy Fund, Strathcona's majority owner. "This combination marks the beginning of a new chapter for Strathcona, one in which we plan to continue growing the business in the public markets. We intend to continue to hold our shares in what will be a leading Canadian energy producer and see significant upside in Strathcona, and the sector, in the long term."

Commenting on GMT's dissident proxy circular, Institutional Shareholder Services stated: "Upon review, the dissident arguments do not appear well supported, and there is no clear indication as to whether a rejection of the deal would enhance shareholder value or lead to an enduring improvement in PIPE's share price. As such, ISS continues to recommend shareholders vote for the transaction."

Glass, Lewis & Co. LLC also recommended that shareholders vote for the proposed arrangement.

Pipestone thanks shareholders for the strong support they have shown so far by voting for the arrangement and encourages all shareholders to vote for the arrangement by 10 a.m. Calgary time on Monday, Sept. 25, 2023. Details on how to do so can be found below.

Copies of the management information circular and related meeting materials in connection with the coming special meeting of shareholders are also available at the Pipestone-Strathcona website and under Pipestone's SEDAR+ profile.

Pipestone special shareholder meeting

Shareholders must take action to vote by proxy by 10 a.m. Calgary time on Monday, Sept. 25, 2023.

On Aug. 28, 2023, Pipestone filed meeting materials in connection with the meeting. The meeting is scheduled to be held at 10 a.m. Calgary time on Wednesday, Sept. 27, 2023, and will be held in a virtual-only format that will be conducted by live audio webcast.

The sole purpose of the meeting is for the shareholders to consider and, if deemed advisable, approve the arrangement. Further details regarding the meeting are set forth in the meeting materials.

The board has approved the arrangement and recommends that shareholders vote for the arrangement.

How to vote

Pipestone has retained Kingsdale Advisors as its proxy solicitation agent and strategic shareholder and communications adviser in connection with the meeting. Shareholders with questions are encouraged to contact Kingsdale Advisors by e-mail or at one of the numbers below.

North America (toll-free):  1-877-659-1824

Outside of North America (collect calls):  416-623-2514

E-mail:  contactus@kingsdaleadvisors.com

Visit:  the Pipestone-Strathcona website

Vote for now

Details on how to vote can also be found in the meeting materials under voting information. All shareholders are encouraged to vote in advance of the meeting by proxy, whether or not a shareholder is intending to attend the meeting in person (virtually).

About Pipestone Energy Corp.

Pipestone is an oil and gas exploration and production company focused on developing its large contiguous and condensate-rich Montney asset base in the Pipestone area near Grande Prairie. Pipestone is committed to building long-term value for its shareholders while maintaining the highest possible environmental and operating standards, as well as being an active and contributing member to the communities in which it operates. Pipestone has achieved certification of all its production from its Montney asset under the Equitable Origin EO100 Standard for Responsible Energy Development. Pipestone shares trade under the symbol PIPE on the Toronto Stock Exchange.

We seek Safe Harbor.

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