CALGARY, July 31 /CNW/ -
Dear Shareholder of International PetroReal Oil Corporation
In a News Release issued on July 28, 2008, Management attached a letter
from the President, Mark Hlady, containing the following statement:
"While the dissident shareholders have the audacity to state that the
"final catalyst for action" was a notice of hearing that has been scheduled
for Ben Anderson in regard to an unrelated company, it is interesting to note
that they have nominated Patrick McGowan as a director. According to SEC Form
8-K, filed on October 9, 2007, Patrick, in his role as CFO, EVP and director
of MIV Therapeutics, has been served a summons in New York by a number of
plaintiffs alleging breach of contract, fraud, fraudulent concealment,
negligent misrepresentation, unjust enrichment and conspiracy claims."
In a webcast on July 28, 2008, Mark Hlady made the following comments
about Patrick McGowan:
"The sole Canadian is not even based in Calgary and, they have nominated
an individual who has been served a summons for fraud, breach of contract and
conspiracy. This factual information about Patrick McGowan is publicly
available in an October 9, 2007 SEC Form 8-K filing. Are these the people you
want running our Company? Say no by voting your blue proxy today."
In making these statements, Management of PetroReal concealed a material
fact, making Management's News Release and webcast false and misleading. A
later Form 8-K filing on May 20, 2008 stated that the summons and complaint
for a civil action brought by three offshore companies against MIV
Therapeutics, Inc. and certain of its officers and directors, including
Patrick McGowan, was dismissed by the New York State Court on March 31, 2008.
The agreement that was the subject of the dispute contains an arbitration
provision for commercial disputes and is currently subject to arbitration
under the British Columbia Commercial Arbitration Act.
Management of PetroReal did not to give you the complete story. The
material facts contained in the May 20, 2008 Form 8-K filing were not
disclosed to you, the shareholders. The omitted facts were necessary to be
stated in order for Management's statement not to have misled you. By
contrast, Ben Anderson faces quasi-criminal charges under the Alberta
Securities Act. If Ben Anderson had acted in the best interests of the company
and you, the shareholders, he would have resigned in May of 2008. Instead,
according to Mark Hlady's webcast, Ben Anderson is staying on after the annual
meeting of shareholders as a consultant if Management wins the proxy vote.
Management of PetroReal claims that a number of the dissident
shareholders derailed attempted financings. As the Dissident Proxy Circular
clearly states, the Swiss shareholders provided needed funds in the form of a
bridge loan for the acquisition of oil and gas properties in October 2007.
There were sufficient funds to run the company in a strategic and prudent
manner but Management's misguided use of funds such as the investment of
$172,000 SVC Resources Inc., the insolvent waste water disposal business, and
the monies lost hiring and firing third party consultants between
December 2007 and February 2008 used up precious working capital and eroded
the Swiss directors' confidence in Management.
Other financings, such as the one proposed in May 2008, were derailed by
Management itself by not following proper corporate governance practices and
failing to obtain board approval before issuing a press release.
Management never had the funds in escrow to buy the shares of the Swiss
shareholders and the dissident shareholders despite being given a number of
extensions. Management was given an opportunity to buy 70% of these shares but
they couldn't raise the funds to do this either.
We, the concerned shareholders, are just like you. We want to see
shareholder value restored to PetroReal. This is why we have undertaken this
process at our own expense. You still have time to make a difference. Execute
the YELLOW PROXY. Even if you have already voted using the Management proxy,
you can still execute the YELLOW PROXY. Shareholders needing assistance can
contact Olympia Trust Company at 1-888-353-3138 or (403) 261-0900 (collect
calls accepted). The dissident proxy circular and YELLLOW form of proxy are on
YOUR YELLOW PROXY MUST BE RECEIVED BEFORE 3:00 P.M. (CALGARY TIME) ON
FRIDAY, AUGUST 1, 2008.
Vote the YELLOW PROXY by signing and dating the YELLOW PROXY by faxing
Olympia Trust Company
(in Canada) at (403) 265-1455
(outside Canada) at 00-1-403-265-1455
"Edward Borrelli" "Arthur Sulzer"
(212) 879-9430 +41-44-881-2020
Nika Management S.A.
"Ernst Schlotter" Per:"Peter Schriber",
+41-44-881-2020 (604) 220-1042
For further information:
For further information: Edward Borrelli, (212) 879-9430,
email@example.com; Shareholders needing assistance regarding the proxy
can contact Olympia Trust Company at 1-888-353-3138 or (403) 261-0900 (collect