FrontFour Capital Group LLC



FrontFour Capital Group LLC

January 17, 2014 13:59 ET

Concerned Shareholder of Renegade Petroleum Ltd. Urges Incumbent Board to Refrain from Misleading Fellow Shareholders

Incumbent Board has Rejected Corporate Governance Best Practices and the Recommendation of Both Iss and Glass Lewis

Recent Analyst Reports and Downgrades Confirm That the Incumbent Board's Decisions on Asset Sales have Destroyed Shareholder Value

GREENWICH, CONNECTICUT--(Marketwired - Jan. 17, 2014) - FrontFour Capital Group LLC ("FrontFour"), a concerned shareholder of Renegade Petroleum Ltd. ("Renegade" or the "Company") today warned fellow shareholders of the Renegade board's apparent strategy to distract shareholders from the real issues facing Renegade. The Company's incumbent directors (the "Incumbents") have clearly become desperate and have even resorted to starting their own rumors. Renegade's recent open letter to shareholders clearly implies that FrontFour has ulterior motives and has taken short positions in the shares of Renegade. FrontFour has NEVER taken a short position in shares of Renegade. FrontFour looks forward to factual communication, accountability, and the growth in the share price of the Company after January 28th.

"While it is regrettable that the Tom Budd led board has come to rely on a campaign of misinformation, we remain steadfast in our commitment to restore Renegade's credibility and deliver value to all shareholders", said concerned shareholder Zachary George. "We thank fellow Renegade shareholders for the significant support we have received to date."

The Facts Are Clear and Should Not be Ignored

  1. The vast majority of shareholders have lost a significant amount of their initial investment.
  2. Institutional Shareholder Services ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis") have both recommended that shareholders vote on FrontFour's GREEN proxy.
  3. This week, National Bank Financial, Raymond James, and Paradigm Capital all lowered their price targets for Renegade on the back of the Company's decision to sell $109 million of Renegade's assets to Surge Energy Inc.

FrontFour Is Concerned Over Recent Communications With Renegade's Outside Counsel

FrontFour's legal counsel has attempted to reach an agreement with Renegade on various protocol matters related to the upcoming special meeting. Goodmans LLP ("Goodmans"), counsel to the Renegade special committee, has refused all material proposed protocol matters, including the appointment of an independent chair. In addition, Renegade has wrongly taken the position that FrontFour's initial requisition letter sought the election and removal of directors on a slate basis, in spite of each director being listed separately. A letter dated January 16, 2014 from Goodmans to FrontFour's counsel noted that:

"we are putting you on notice that your client's form of proxy is problematic, as it is not consistent with the requisition and Renegade's form of proxy, which we are concerned has caused confusion for shareholders".

On this basis, FrontFour is concerned that Renegade may try to improperly disenfranchise Renegade shareholders who wish to vote on an individual basis. This is yet another indication that the current board of Renegade is willing to avoid accountability at any cost, even if it means disregarding shareholders' right to vote. This potential attempt to circumvent the voting rights of the owners of the business would mark a new low in Renegade's corporate governance standards.

If necessary, FrontFour intends to propose and vote its proxies in favour of an amendment to the Renegade resolutions to provide for the removal and election of directors on an individual basis. Additionally, FrontFour advises Renegade that, in anticipation of the successful election of the FrontFour director nominees, FrontFour will use all legal means to hold the Company's Incumbents personally liable for the use of Company funds to further any frivolous or vexatious legal proceedings initiated as a stalling tactic to the eventual election of the new board.

Recent Analyst Reports Confirm Renegade's Recent Asset Sales Have Destroyed Shareholder Value

Over the last year, more than $275 million in equity value has been destroyed and the board has fumbled almost every single strategic decision put before them. Also, since the January 13, 2014, asset sale, 3 of 7 analysts (National Bank Financial, Raymond James and Paradigm Capital) reporting on Bloomberg cut their target share price citing the divestiture, which has resulted in Renegade becoming "less sustainable" while noting that the "current dividend has risk", and "the company has not cut the dividend - something we now see as inevitable".

ISS And Glass Lewis Have Spoken, Now It's Time For Shareholders To Make Their Voices Heard

On January 10, 2014, leading proxy advisory services firm ISS found that FrontFour has made a "compelling" case for change to the Renegade board to better shape the strategic review process and turn around the Company and accordingly recommends that Renegade shareholders only vote on FrontFour's GREEN form of proxy or voting instruction form (VIF).

Excerpts from the ISS report follows (references to "dissident" refer to FrontFour's director nominees):

  • The company has underperformed the S&P/TSX Venture Composite Index by approximately 33.7% on a 1- year basis until the unaffected date before the dissident announced requisition of the special shareholder meeting. The TSR underperformance gap has become larger throughout the year. It appears that the TSR performance had not materially improved since the strategic review carried out by the special committee.
  • The special committee has implemented some changes since the beginning of the strategic review, such as a dividend reduction, non-core asset transactions, board and management change, etc…., however, to date it appears that the market has not responded well to those special committee initiatives as the company's share price has continued downward since the launch of the strategic review.
  • Since the dissident has made a compelling case for some change to the board to better shape the strategic review process and turn around the company… the dissident has met the burden of proving that some change on the board is warranted.

In addition, on January 16, 2014, Glass Lewis also recommended shareholders vote on the FrontFour

GREEN form of proxy, stating, "Given the Company's poor financial results and frustrating decline in value, even after significant operational and personnel changes, we believe there is a reasonable case that a degree of change is warranted."

Time Is Short - Shareholders Need To Act Now By Voting Their GREEN Proxy

FrontFour continues to implore shareholders to judge the current board not on what they say but on what they have done and urge shareholders to continue the wave of momentum by voting the GREEN proxy to strengthen Renegade's board and ultimately save your investment.

Regardless of how many Renegade shares you own, it is imperative you vote your GREEN proxy to put an end to the current board's track record of strategic missteps, weak financial controls, and poor governance.

Even if shareholders have already voted using management's form of proxy, shareholders can still change their vote by voting the GREEN proxy, as only the latest dated proxy will be counted at the meeting. FrontFour encourages shareholders to visit the www.saverenegade.com website and vote the 12-digit control number found on your GREEN proxy FOR FrontFour, no later than 5:00 p.m. (Calgary time) on January 23rd, 2014.

For more information or assistance in voting your GREEN proxy, contact CST Phoenix Advisors toll-free at 1-866-822-1237 or by email at inquiries@phoenixadvisorscst.com.

About FrontFour Capital Group LLC

Founded in 2006, FrontFour is an investment management company with offices in Greenwich, Connecticut and Toronto, Ontario.

Notice To United States Shareholders

This solicitation of proxies is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly, this solicitation is made in the United States with respect to securities of Renegade in accordance with Canadian corporate and securities laws and this press release has been prepared in accordance with disclosure requirements in Canada. Shareholders in the United States should be aware that these Canadian requirements are different from the requirements applicable to proxy statements under the U.S. Exchange Act.

Forward-Looking Statements And Information

Certain statements contained in, attached to or incorporated by reference in this press release, constitute forward-looking statements. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to Renegade or FrontFour are intended to identify forward-looking statements. Such statements reflect FrontFour's current views and intentions with respect to future events as well as assumptions made by and information currently available to FrontFour, and are subject to certain risks and uncertainties. Although FrontFour considers these assumptions to be reasonable based on the information currently available to it, many factors could

cause the actual results, performance, actions or achievements of Renegade or others that may be expressed or implied by such forward-looking statements to materially differ from those described herein should one or more of these risks or uncertainties materialize. Such factors include, but are not limited to, economic, business, competitive and regulatory factors. Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements contained herein are expressly qualified by this cautionary statement and are made as of the date of this press release. Except as expressly required by law, FrontFour does not intend, and disclaims any intention or obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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