TORONTO, Oct. 25, 2012 /CNW/ - Longford Energy Inc. (NEX: LFD.H) ("Longford") announced today the following updates with respect to organizational matters:
- The independent directors of Longford have approved the terms of a management services agreement (the "MSA") to be entered into between Longford and Goodwood Inc. or an affiliate thereof (the "Manager") in respect of the period ending August 8, 2013, subject to compliance with all regulatory requirements. Under the terms of the MSA, the Manager will provide Longford with the services of Mr. Peter Puccetti as Chief Executive Officer and a director of Longford and the services of other of the Manager's employees, as well as administrative and other support. The terms of the MSA approved by Longford's independent directors contemplate that, in consideration for providing these services, the Manager: (a) will be paid cash compensation of $280,000 for the initial one-year term of the MSA, (b) at the discretion of Longford's independent directors, will be entitled to cash bonuses based on achievement of qualitative and quantitative metrics to be determined from time to time by the independent directors, and (c) at the discretion of Longford's independent directors, will be entitled to receive long-term compensation in the form of Restricted Share Units with customary vesting and other terms and conditions and in an amount that is reflective of the Manager's role and responsibilities and contributions to Longford, provided that any such awards of Restricted Share Units will be subject to approval by the independent directors of Longford and any applicable exchange and other approvals. Goodwood Inc. currently exercises control and direction over approximately 12.1% of Longford's outstanding shares, which are owned by certain investment funds in respect of which Goodwood Inc. acts as investment manager.
- Mr. Graham C. Warren has been appointed Chief Financial Officer of Longford, effective immediately. Mr. Warren is a senior financial executive with over 25 years of experience with emerging and established companies in the environmental, telecom, mining, oil and gas, and biotech sectors. Mr. Warren has extensive board, operations, corporate finance and public markets expertise, and currently provides Chief Financial Officer and corporate governance services to three other publicly-traded companies. With the approval of Longford's independent directors, Longford has entered into a consulting agreement for the provision of Mr. Warren's services with a one-year renewable term. The consulting agreement provides for an annual fee for Mr. Warren's services of $60,000. In addition, the consulting agreement contemplates that, at the discretion of Longford's board of directors, Mr. Warren may from time to time be granted options or other appropriate equity-related compensation by Longford to reward performance.
- Longford has adopted a new compensation program for its non-executive directors, effective August 8, 2012. Under that program, the non-executive directors of Longford will be compensated as follows: (a) an all-in fee for the Chairman of the Board of $110,000 per annum; (b) a retainer fee for each other non-executive director of $40,000 per annum; (c) an additional retainer fee for the Chairman of the Audit Committee of $15,000 per annum; (d) attendance fees payable to each non-executive director (other than the Chairman of the Board) of $5,000 per meeting of the board ($2,500 for telephone meetings) and $4,000 per meeting of any committee of the board ($2,000 for telephone meetings); (e) director fees will be paid quarterly in arrears at the end of each calendar quarter; and (f) subject to any required exchange or other approvals, each non-executive director will have the option of receiving all or part of his compensation in the form of cash or through deferred share units or a similar instrument. In approving this non-executive director compensation program, Longford's independent directors determined that these director compensation arrangements would be re-visited if Longford has not completed or made substantial progress towards completing a material transaction in the next approximately six months.
Mr. Ian Delaney, the Chairman of the Board, stated: "We remain actively focussed on deploying Longford's capital in a manner that creates long-term value for shareholders, and believe that these actions are a necessary part of regularizing Longford's affairs and building the foundation necessary to create sustainable value in the future."
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE: Longford Energy Inc.
For further information:
Peter H. Puccetti
Chief Executive Officer
Longford Energy Inc.