CALGARY, March 20 /CNW/ - The Board of Directors of True Energy Trust
("True" or the "Trust"), is issuing this press release in response to a
dissident proxy circular dated March 16, 2007 ("Dissident Proxy Circular").
The Board of True met on March 19, 2007 to consider the Dissident Proxy
Circular and all members of the Board reconfirmed their support for the
proposed reorganization ("True Reorganization") as fully detailed in the
management information circular of True dated March 2, 2007.
The Dissident Proxy Circular states that the members of the proposed
slate of directors have proven past records of technical and financial
success. It should, however, be noted that some of the new nominees proposed
in the Dissident Proxy Circular also serve as directors for companies and
trusts that are currently trading at or near their historical lows.
The concerned unitholders stated in the Dissident Proxy Circular that
they intend to "enhance the financial position and performance of the Trust",
however they provide no specific details on structure, timing and how they
intend to achieve this.
Contrary to statements made in the Dissident Proxy Circular, the proposed
True share option plan does not allow the grant of options to current
directors or the CEO. Furthermore, under the proposed True restricted
performance option plan, the performance options would not be exercisable
until True's share price appreciates substantially relative to True's current
unit price. The thresholds range from $8.00 to $16.00 with a weighted average
threshold price of $13.00, which represents a 142% premium to True's current
unit price. This performance vesting criteria may not be amended without
The Dissident Proxy Circular incorrectly states that in certain
circumstances a transferee of Trust Units may vote Trust Units acquired after
the record date. For clarification, as described in True's management
information circular, the Trust Indenture for the Trust specifically provides,
however, that only unitholders of record are entitled to vote at the Meeting
or any adjournment thereof, even though the unitholder has since that time
disposed of his Trust Units and no unitholder becoming such after the record
date is entitled to vote at the Meeting or any adjournment thereof.
The Board of True is unanimous in its commitment to enhance unitholder
value by way of the True Reorganization which the Board of Directors believe
will provide a superior value to True unitholders.
Tristone Capital Inc. and National Bank Financial Inc. have been engaged
as financial advisors to the Board in connection with the True Reorganization
and National Bank Financial Inc. has provided its fairness opinion, a copy of
which is included in the information Circular, that the consideration to be
received by True securityholders pursuant to the True Reorganization is fair,
from a financial point of view, to True securityholders.
The annual and special meeting at which the vote is scheduled to take
place is March 30, 2007 at 10:00 AM (Calgary time). If you have any questions
regarding the reorganization or how to fill out your proxy, please feel free
to contact Kingsdale Shareholder Services Inc. at 1-866-639-8089 or
1-416-867-2272 who would be pleased to help.
Forward Looking Statements: Certain information set forth in this news
release, including management's assessment of True's future plans and
operations and timing of matters relating to the approval of the True
Reorganization and implementation thereof may contain forward-looking
statement, and necessarily involves risks and uncertainties, certain of which
are beyond True's control including, without limitation, risks as to whether
securityholders and all required regulatory and other approvals related to
completion of the True Reorganization will be obtained and the timing thereof,
risks associated with oil and gas exploration, development, exploitation,
production, marketing and transportation, loss of markets and other economic
and industry conditions, volatility of commodity prices, currency
fluctuations, imprecision of reserve estimates, environmental risks,
competition from other producers, inability to retain drilling services,
incorrect assessment of value of acquisitions and failure to realize the
benefits therefrom, delays resulting from or inability to obtain required
regulatory approvals, the lack of availability of qualified personnel or
management, stock market volatility and ability to access sufficient capital
from internal and external sources, economic or industry condition changes.
Actual results, performance or achievements could differ materially from those
expressed in, or implied by, these forward-looking statements and,
accordingly, no assurance can be given that any events anticipated by the
forward-looking statements will transpire or occur, or if any of them do so,
what benefits that True or its securityholders will derive therefrom.
Additional information on these and other factors that could affect True are
included in reports on file with Canadian securities regulatory authorities
and may be accessed through the SEDAR website (www.sedar.com), at True's
website (www.trueenergytrust.com). Furthermore, the forward-looking statements
contained in this news release are made as of the date of this news release,
and True does not undertake any obligation to update publicly or to revise any
of the included forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be expressly required
by applicable securities law.
For further information:
For further information: Paul Baay, President and CEO, (403) 750-1272;
Edward Brown, Vice President, Finance and CFO, (403) 750-2655; Scott Koyich,
Investor Relations, (403) 750-2428; Troy Winsor, Investor Relations, (800)