Sterling Resources Announces Agreement with Significant Shareholders to Support Ongoing Growth as a Public Company
CALGARY, May 13, 2013 /CNW/ - Sterling Resources Ltd. (TSX-V: SLG) ("Sterling" or the "Company") is pleased to announce that it has reached agreement with several of its largest shareholders, including Vitol Energy (Bermuda) Limited ("Vitol Bermuda"), Meridian Capital International Fund, YF Finance Limited and Waterford Finance and Investment Limited, collectively representing approximately 39 percent of the issued and outstanding common shares of the Company (the "Common Shares"), to support the ongoing growth of Sterling as a public company.
As part of this agreement, Sterling will propose for election at the Company's annual general and special meeting of shareholders to be held on June 11, 2013 (the "Meeting") two new members to the board of directors with significant leadership, expertise and experience in the energy industry. In addition, Vitol Anker International B.V. ("Vitol Anker"), an affiliate of Vitol Bermuda, has confirmed that it has abandoned its previously announced intention to make a take-over bid for Sterling's Common Shares.
New Proposed Directors and Retirement of Certain Existing Directors
As part of a revitalization of Sterling initiated pursuant to the strategic review undertaken by a special committee of the board of directors of Sterling (the "Special Committee"), partially in response to Vitol's earlier proposal to make a take-over bid for Sterling's Common Shares, Sterling will propose for election Mr. Jacob S. Ulrich and Mr. James H. Coleman, Q.C. as members of its board. If elected by Sterling's shareholders, it is anticipated that Mr. Ulrich will serve as Chairman.
Mr. Jacob S. Ulrich is an independent energy advisor who from 2008 to 2011 was the senior energy advisor for Och-Ziff Capital Management Group in London, responsible for developing Och-Ziff's portfolio of upstream, renewable and infrastructure investments in the European Union, Africa, the former Soviet Union and the Middle East. Mr. Ulrich was Managing Director of Centrica Energy Group from 1997 to 2008, responsible for the development and operations of upstream gas and power generation assets, procurement for British Gas Retail and British Gas Business, trading and upstream/midstream business development. Mr. Ulrich holds a Bachelor of Science in Engineering degree and a Masters of Business Administration degree.
Mr. James H. Coleman, Q.C. is a senior partner with the law firm of Norton Rose Canada LLP (previously Macleod Dixon LLP). Mr. Coleman has been involved in banking, corporate, securities, mining and oil and gas transactions in Canada, the United States, Europe, Central and South America, Africa and Asia. He has also been involved in a number of large divestments and acquisitions, corporate reorganizations and major financings within the energy sector. As a director of a number of public companies, including mining and oil and gas companies, Mr. Coleman has chaired various independent committees of public companies relating to corporate, governance and securities matters. Mr. Coleman holds an LL.B. and a Bachelor of Business Administration degree.
In conjunction with the nomination of the foregoing directors, Walt DeBoni, the current chairman of the board of directors and the Special Committee, together with Mr. Graeme Phipps, the current chairman of the reserves committee and a member of the Special Committee, and Mr. Stewart G. Gibson, have agreed not to stand for re-election to the board of directors at the Meeting.
The Company would like to express its profound thanks and gratitude to its retiring board members for their service and dedication to the Company and its shareholders during the course of their tenure. In particular, the Company would like to acknowledge Mr. DeBoni's and Mr. Phipps' contributions to the Special Committee over the past several months and their invaluable role in the Company's strategic review and ongoing business strategy.
Mike Azancot, the President and Chief Executive Officer of the Company, commented: "With the Company now well positioned financially to move forward on its strategic priorities, we look forward to receiving the benefit of the formidable experience that Jacob and James bring to the Company and leveraging that experience to the benefit of the Company and all of its shareholders."
Vitol Anker Confirms Abandonment of Proposed Take-Over of the Company
In connection with the proposed board restructuring, Vitol Anker has confirmed that it has abandoned its previously announced intention to make a take-over bid for Sterling's Common Shares.
Sterling is a Canadian-listed international oil and gas company headquartered in Calgary, Alberta with assets in the United Kingdom, Romania, France and the Netherlands. The Common Shares are listed and posted for trading on the TSX-V under the symbol "SLG".
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
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All statements included in this press release that address activities, events or developments that Sterling expects, believes or anticipates will or may occur in the future are forward-looking statements.
These forward-looking statements involve numerous assumptions made by Sterling based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other-forward looking statements will prove inaccurate, certain of which are beyond Sterling's control, including: the impact of general economic conditions in the areas in which Sterling operates, civil unrest, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. In addition there are risks and uncertainties associated with oil and gas operations. Readers should also carefully consider the matters discussed under the heading "Risk Factors" in the Company's Annual Information Form.
Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Sterling's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. These statements speak only as of the date of the press release. Sterling does not intend and does not assume any obligation to update these forward-looking statements except as required by law.
Financial outlook information contained in this press release about prospective results of operations, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available. Readers are cautioned that such financial outlook information contained in this press release should not be used for purpose other than for which it is disclosed herein.
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