BUENOS AIRES, Jan. 23, 2015 /CNW/ - On January 23, 2015, LAIG Oil Investments issued the following open letter to shareholders of Crown Point Energy Inc.
January 23, 2015
Dear Crown Point Energy Inc. shareholders,
We write to you as a concerned shareholder of Crown Point Energy Inc. ("Crown Point", "CWV" or the "Company"). Unless we collectively take immediate action, the value of our investment in the Company will be seriously impaired.
We have been a significant long-term investor in the Company since 2012 and tried to maintain a constructive dialogue with Management when we realized the serious issues the Company was facing due to Management's incompetence, evidenced by a ridiculously high level of expenses, a declining operating performance and, ultimately and inevitably, a plummeting stock price. As a result, last November we wrote to the Board informing it that we owned close to 7% of the total outstanding shares, outlining our concerns and proposing a number of important changes required to improve shareholder value. Our proposal and recommendations were based on a thorough analysis of the Company's finances and operations. The response we received was disappointing. Management and the Board resorted to ad hominem attacks instead of addressing the serious issues we raised. Their response not only mischaracterized LAIG as a "misleading and dissident" shareholder, but also continued to mislead shareholders with a series of inaccurate statements.
In a separate letter we intend to send to Management and the Board (see below) and make available to shareholders via SEDAR, we explain why CWV's underperformance is mainly due to their incompetence and negligence.
Recent events highlight the disregard that Management and the Board have for their fiduciary duties:
- For some time, Management has been unable to meet its own financial and operational targets.
- After denying publicly the Company faced any financial pressures, it rushed, without a shareholder vote, the consummation of a highly dilutive equity financing when the stock was at a historical low.
- The financing includes some changes in corporate governance that serve to entrench Management and current Board members, which eliminates any hope of improvement in the Company's fortunes.
- Management has not disclosed any plans to reduce G&A expenses or to de-risk its main assets, and has offered no satisfactory explanations to several actions taken in the last two years that have resulted in a significant loss of shareholder value.
- Management, with the acquiescence of the Board, has failed to explain the rationale behind certain decisions that had a significant adverse effect on the Company's valuation.
- Management and the Board failed to provide full disclosure to the shareholders.
We urge the participation of all of the Company's shareholders in the upcoming vote on February 24th, which will define the future of the Company and the value of our investment. We request that you vote against the transaction proposed by Management and approved by the Board. Also, we request your support for an alternative and improved equity financing proposal and a credible plan to turn the Company around.
Management has entered into a highly dilutive equity financing that allows Management to entrench itself
As you may know, Management proceeded with the first step of an equity financing proposal pursuant to the terms of an investment agreement (the "Investment Agreement") entered into with two new investors in the Company (the "New Investors"). As a result, the New Investors now own 19.9% of the Company´s shares. This highly dilutive and, according to Management, "strategic and transformative" transaction was completed without calling a shareholder vote. Moreover, the transaction was deliberately structured in two steps to circumvent the requirement for shareholder approval. Although the Company denies this, why else would the deal have been structured in two steps other than to avoid the shareholder vote for the entire transaction? Moreover, for several months Management told us that their capital expenditure plans were fully funded. This was clearly not the case.
Management and the Board are asking the Company's existing shareholders to pay for their incompetence. The equity financing will result in significant dilution, as it requires issuing an additional 60% of the outstanding shares at a time the Company's shares trade at historical lows. Let's be clear - the Company ran out of cash because of the incompetence of Management. The same Management that now imposes a huge cost to shareholders while offering no plans to improve shareholder value through a clear plan to reduce the Company's exorbitant expenses. Management hasn't even properly explained how it will deploy the new capital.
The Investment Agreement confirms the composition of the current Board and increases its size to 9 members to accommodate two directors nominated by the New Investors. As part of the agreement, the New Investors have committed to support any directors nominated by the Board until December 2015 and to maintain the current board composition for a certain period of time. This ensures the entrenchment of current Management and Board members, who are responsible for the disastrous situation in which the Company finds itself. We, the public shareholders and collective owners of a substantial majority interest in the Company, cannot allow this to happen.
In what would appear to be a breach of its fiduciary obligations, the Board agreed to amend the financing so that it would be even more dilutive to you, the shareholders. It justified this decision by the "recent sharp decline in global oil prices and other related factors." This doesn't make any sense. The Company primarily sells gas and, in Argentina, gas prices are not currently affected by international market conditions. Also, the price of oil in Argentina as of January 2014 was 40% higher than international Brent price. Finally, the Investment Agreement does not provide an "out" to the New Investors as a result of changes in oil prices.
Management has indicated that it initiated negotiations for raising capital in March 2014 (when the stock price was around $0.80), but closed a transaction when the stock price reached its historical lows. This resulted in significantly higher dilution for current shareholders. At the same time, Management was not willing to find different providers for such equity financing, which would normally be the aim of a responsible management, since they clearly did not entertain a negotiation with LAIG, who was willing to invest more money in the Company as long as expenses were reduced and the strategy corrected. Clearly, Management was not worried about the dilution the shareholders would suffer and, instead, were only worried about keeping their jobs and high salaries. Management rejected our financing proposal out of hand, without any attempt to negotiate improved terms.
Management incompetence led to the liquidity crunch
Last December, we learned that the Company had been facing short-term liquidity pressures since the end of August, and that the first tranche of the financing was needed to fund the Company´s near term commitments to develop Tierra del Fuego ("TDF"). Management appears to have known that this was going to happen as early as last March, since they claim that that is when they started negotiations with the New Investors. Until the equity financing was announced last December, Management had repeatedly stated that the Company had all the cash flow needed to fund its two key projects, Cerro los Leones ("CLL") and TDF. Clearly, the disclosure regarding the Company's funding requirements was deficient.
Despite the public assurances to the contrary, we were concerned about the state of the Company's finances and its strategic direction (or lack thereof). LAIG executives personally met with Mr. Murray McCartney, the Company's CEO, in June 2014 in Buenos Aires. At that time, he explained that the Company had total CAPEX needs of approximately $22MM and about $25MM to fund them ($11MM in cash, close to $10MM in cash flow from operations and a line of credit from HSBC for $4.5MM). If this was the case, why was he already negotiating with the New Investors at that time? Subsequently, we learned that the Company ran out of cash after drilling only one well in CLL. By then, the Company had also lost any revenue from El Valle (sold for a fraction of its true value without proper disclosure of the reason behind the ridiculously low price obtained), and spent all the cash flow generated by TDF to fund an unjustifiably high level of expenses. On October 30, 2014, we met again with Mr. McCartney and Mr. Madden, the CFO. During the meeting they assured us that the Company's working capital amounted to approximately $7 million. Evidently, this was not true, as shown in the latest quarterly results. This is further evidence of Management's incompetence or its willingness to mislead one of its largest shareholders.
Inability to control costs and lack of a coherent strategy
Management has not yet disclosed any plans to reduce G&A expenses or to de-risk its main assets and has not offered a satisfactory explanation of several decisions taken in the last two years that have resulted in a significant loss of shareholder value.
Given the large fall in the stock price in the last year and Management's failure to meet its own production targets, LAIG conducted a thorough analysis of the Company's finances, operations and strategy. We found a number of serious problems in the way the Company was managed. Our conclusion is that Management is more interested in entrenching itself than in creating value for shareholders. We have enough evidence that leads us to question Management's judgment, motivation, and competence.
The Company's shareholders can expect to see further impairment in the value of their investment in the Company unless there are immediate changes to Management and Board.
An improved financing proposal
We will formally submit to the Board a binding proposal to provide the second tranche contemplated under the Investment Agreement, improving the price per share offered for the new equity by 10%. We are effectively offering to purchase 34,034,296 Crown Point Energy newly issued common shares at a value of US$0.275 per share under substantially the same terms of the Investment Agreement. Our proposal is not subject to any conditions other than those in the Investment Agreement and is therefore more attractive for the Company's shareholders.
We are asking the Board to include in its Management Information Circular the submission for approval of our proposal. We ask you to vote in favor of our proposal.
Our plan to turn the Company around
We believe that a coherent and effective strategy is as important as the funding itself. Otherwise, the dilution shareholders suffer would simply delay the inevitable depletion of the Company's resources. We have a seasoned management team to execute such strategy.
We propose to appoint a new CEO, who can start immediately. Our candidate would bring more than 25 years of experience managing private and public energy companies in Argentina and other countries in Latin America. Also, the new CEO we are proposing has a successful track record of turning around companies, reducing costs and increasing production and revenues. This is exactly the type of CEO the Company needs right now. We propose a new compensation model for the Company's top executives that would be based primarily on the attainment of objective measures of success and would include a high component of stock and/or stock options to better align their interests with those of shareholders.
The key aspects of our turnaround plan for the Company include:
- Proving up and de-risking CLL, either by self-funded capital expenditures and/or joint ventures/partnerships, advancing the stalled process of defining the asset, deciding whether to proceed testing in the La Hoyada X1 well, and designing a program and securing equipment for re entering and testing Vega del Sol X1 well (which Management said is not abandoned and has no well bore or well conditions impediments for a testing and re entering).
- Defining the status of Laguna de Piedra and Cañadón Ramirez, and either developing their full potential or divesting the Company´s interest in these assets.
- Continuing to prioritize TDF and, if it requires Company resources, ensuring the Company is reimbursed for any costs incurred.
- Exploring potential strategic partnerships and value-creating transactions.
- Drastically reducing the current level of G&A expenses, by curtailing travel expenses and office expenses, eliminating the double layer of management and reducing the overall number of employees.
- Optimizing cash positions and expenditures in foreign currencies and utilizing legal instruments to obtain a better exchange rate in the event funds have to be transferred to Argentina.
- Pursuing legal analysis of potential claims in favor of the Company and seeking payment of written off receivables.
We also believe that the Members of the Board should not only have relevant experience in the oil and gas sector, but also relevant knowledge about operating a business in Argentina. Finally, we believe that both Management and Members of the Board must have "skin in the game" in order to assure a proper alignment of interest with the Company's shareholders.
We urge all shareholders to read our letter to CEO and Board in full to get a clear understanding of the gravity of the current situation and the need to take immediate action. A copy of the letter will be made available under Crown Point's company profile on SEDAR at http://www.sedar.com.
As we have conveyed in our public communications during the past two months, we think the Company faces a very difficult situation, which is clearly reflected in the stock price. Management reluctantly admitted the seriousness of the situation by seeking a financing that imposes massive dilution on its shareholders. They are asking shareholders to pay for Management's own mistakes without making any effort to reduce expenses. We have an opportunity to change the course of the Company we own. This opportunity is on February 24th, where we will be able to vote down the transaction proposed by Management and vote in favor of changing the Board, as proposed by LAIG. Also, we challenge Management and the Board to do the right thing and allow shareholders to also vote on the improved terms for the equity financing LAIG is offering. Our interests are fully aligned with yours. LAIG and its principals have a proven track record in the energy sector in Latin America, particularly in Argentina. We ask you to trust us and give our nominees the opportunity to turn the Company around.
We are available to answer any questions you may have on our plans.
LAIG is publicly soliciting proxies for the meeting of shareholders in reliance upon the public broadcast exemption to the solicitation requirements under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations and applicable Canadian corporate laws. Information applicable to public broadcast solicitations (including with respect to LAIG's nominees) in accordance with corporate and securities laws has previously been provided by LAIG in its press release dated December 1, 2014 under the section entitled "Proxy Solicitation", which press release is available under Crown Point's company profile on SEDAR at http://www.sedar.com.
SOURCE LAIG Oil Investments