FrontFour submits financing offer and comments on new conflicts of interest introduced by the board of Renegade Petroleum
Nov 11, 2013, 17:00 ET
GREENWICH, CT, Nov. 11, 2013 /CNW/ - FrontFour Capital Group LLC ("FrontFour") announced its submission of a financing offer to the board of Renegade Petroleum Ltd. ("Renegade", or the "Company") ("RPL-V; RPTTF-O"). FrontFour is concerned that the board of Renegade may be considering a private placement at or below the current market price. FrontFour believes that Renegade's shares trade at a significant discount to net asset value; therefore, an equity financing at or below current market prices would be excessively dilutive and a breach of the board's fiduciary duties. FrontFour has delivered a letter to the board of Renegade reminding them of their fiduciary obligations to all shareholders and advising that FrontFour would be willing, subject to mutual agreement as to terms and satisfactory confirmatory due diligence, to backstop a significant financing at prices above current levels.
On Wednesday, November 6th, the board of Renegade announced the addition of three (3) new board members and called a special general meeting of shareholders. It is now obvious that the current board prioritizes entrenchment and corporate incest over accountability and good governance.
Addressing Conflicts with More Conflicts:
Instead of responding to the serious governance concerns raised by FrontFour, the board of Renegade has decided to introduce new conflicts of interest. As a result of the latest additions to Renegade's board, half of the board of Toscana Energy Income Corporation ("Toscana") now sits on the board of Renegade. Whose interests does this board represent? The Chairman seems to be hand-picking directors from his bench of relationships, which in our view seems likely designed to ensure control and protection from the shareholders who he is supposed to serve as a fiduciary.
Mr. Donald Copeland serves on the board of Toscana with Thomas Budd. Mr. Joseph Durante is an officer of Toscana and part of the management team that reports directly to Thomas Budd. How can anyone expect independence from a director whose performance and compensation is in part evaluated by Thomas Budd and Donald Copeland in another corporate context? One can only conclude that this was the result of desperation and a lack of viable director candidates given the track record of the current board. In addition to the Toscana conflicts, the third recently added board member, Mr. Peter Burnham, is currently employed by existing board member Mr. Herb Pinder's private company Goal Group, where Mr. Pinder is a principal.
Prior to FrontFour's engagement with the Company, the board had eight (8) members including the CEO who has since departed. The board now has nine (9) directors and has supposedly commenced a search for a new CEO, which if added to the board would increase the director count to ten (10). FrontFour believes that, in addition to other deficiencies, the current board is too large and unnecessarily expensive. Given the new conflicts that have been willingly introduced, it is hard to believe that a larger board will help break the chain of serial mistakes made by the Company. FrontFour recently reviewed the SEDI filings for the three (3) new directors and were not surprised to find out that they own no shares of Renegade. This is consistent with the current board's corporate values.
Commenting on the board's recent actions, FrontFour co-founder Zachary George stated, "While we have always been open to an amicable resolution to restore Renegade's credibility, this appears less likely with each day. We welcome the opportunity for shareholders to hold the board accountable at the upcoming special meeting of shareholders."
About FrontFour Capital Group LLC:
Founded in 2006, FrontFour is an investment management company with offices in Greenwich, Connecticut and Toronto, Ontario.
The TSX Venture Exchange has not reviewed nor approved the contents of this press release and does not accept responsibility for the adequacy or accuracy of this press release. This news release is not a solicitation of a proxy.
SOURCE: FrontFour Capital Group LLC
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