TORONTO, March 24 /CNW/ - Waterford Finance & Investment Limited
("Waterford"), a major shareholder of First Calgary Petroleums Ltd. ("FCP"),
announces today that it has sent a letter to Garfield Emerson, Chair of FCP
asking that the Company stop disseminating misinformation to shareholders and
the markets. The text of the letter to Mr. Emerson follows:
Waterford Finance & Investment Limited
March 20, 2008
Dear Mr. Emerson,
We are writing to request that you direct representatives of the
management of First Calgary Petroleums to limit their public statements to
facts, rather than engage in what can only be described as a campaign of
misinformation that is a disservice to your shareholders.
For example, we read with interest the following quotes from Jeff Angel
as published in the Calgary Herald on March 18 and March 19, 2008:
"the release did not have any impact on the financing but we do find
the timing very curious, that is for the press release to come out on
the very day our financing was set to close,"..."One would have to
question the motivation, we are reviewing with our legal advisers all
of the actions that have been taken carefully."
"(Waterford) have taken tremendous steps to prevent the normal course
"They are registered in offshore jurisdictions where it is almost
impossible to penetrate their ownership structures and they have not
been forthcoming about who is behind them or what their motives are."
I can only assume that Mr. Angel is authorized under the Company's
disclosure policy to speak on behalf of the Company.
Mr. Angel's quotes relating to the timing of Waterford requisitioning a
meeting are very curious. In a press release dated November 15, 2007, the
Company announced the bought deal for convertible bonds and further announced
that it expected the financing to close on or about November 28, 2007. In a
subsequent press release, the Company extended the closing date to December 7,
2007. Waterford delivered its shareholder requisition on December 12, 2007 (a
full two weeks after the first anticipated closing date for the financing);
and we understand from a further Company press release that the financing
closed on December 14, 2007. Is Mr. Angel suggesting that a shareholder must
anticipate management's inability to close a financing in accordance with the
Company's own schedule before exercising its statutory right to requisition a
In connection with the bought deal financing, I would point out that the
deal was priced at a time when the Company's shares were trading at their then
lowest point in 2007, and daily trading volumes appear excessively high just
days prior to the announcement. I have attached for your consideration a chart
showing price and trading history in support of this statement. You may wish
to investigate this matter further.
Mr. Angel's quotes in the Calgary Herald suggest that Waterford is acting
in a secretive and untoward manner. The facts do not support this claim.
Waterford's actions to date illustrate its desire to be forthright. Waterford
is simply exercising its rights as a shareholder and in its view, acting in
the best interest of all shareholders of the Company.
As management of the Company is aware, Waterford has been involved with
the Company since 2002. It holds its position in the Company through nominee
holders in registered form and has complied with all disclosure requirements.
As you are aware, Mr. Pitman, the Company's former chairman, met with me on
January 16, 2008 and during such meeting I outlined Waterford's reasons for
requisitioning the meeting of shareholders. The dissident proxy circular filed
yesterday by Waterford further articulates Waterford's motivations for its
actions and accurately discloses its holdings in the Company.
Contrary to what FCP representatives are saying in the press, and as you
must know, Waterford is not attempting to gain control of the Company "without
paying a premium". With your experience, you are fully aware of the difference
between a takeover and a legitimate effort by a shareholder to effect change
in management. You must also be aware that Waterford is in no way seeking to
take control of FCP and that it is not in the best interests of the Company's
shareholders to have Company officials misrepresenting Waterford's intent.
Simply put, Waterford believes that it is time to change the CEO of the
Company and those incumbents of the board of directors too closely aligned
with the current CEO so that the Company can begin to realize on its potential
and deliver appropriate returns to all of its shareholders, not just to
Waterford. The nominees to the board of directors proposed by Waterford are
highly experienced professional individuals, who are independent of management
and will bring the right mix of oil and gas, energy, financing and legal
expertise to the Company at this stage of its development. If elected, these
nominees will act in the best interests of all shareholders.
We ask that in the future you instruct your representatives to refrain
from using innuendo and misinformed scare tactics to influence and mislead
shareholders. Let the shareholders decide for themselves, based on the facts.
(signed) Michael Kroupeev
Director, Waterford Finance & Investment
Waterford is a private investment holding company which invests, with a
long-term view, in international natural resource projects, including oil and
gas, exploration, development and production companies.
Waterford has been involved with FCP since 2002 and has, like other
shareholders, suffered through the long decline of the company with Richard
Anderson as CEO. It currently holds approximately 9.4% of the outstanding
shares of FCP and, on December 12, 2007, requisitioned the Special
Shareholders' Meeting which will be held concurrently with the Annual General
Meeting on April 8, 2008 in Calgary.
For further information:
For further information: Visit: www.yourFCP.com; Investors, Kingsdale
Shareholder Services, 1-866-851-2638; Media, John Lute, Lute & Company, (416)