Crown Point Energy Inc.
TSX VENTURE : CWV

Crown Point Energy Inc.

January 30, 2015 19:15 ET

Crown Point Deems Dissident's Last-Minute Proposal Not a Bona Fide Offer and Confirms Support for Second Tranche Financing With Strategic Investors

CALGARY, ALBERTA--(Marketwired - Jan. 30, 2015) - Crown Point Energy Inc. ("Crown Point" or the "Company") (TSX VENTURE:CWV) today advised shareholders that a Special Committee of the Board has reviewed the purported "binding proposal" for financing (the "Last-Minute Proposal") received from dissident shareholder LAIG Oil Investments ("LAIG") and after careful consideration has determined that it is not a bona fide offer of financing. Furthermore, Crown Point advises shareholders that based on the advice of counsel, the Last-Minute Proposal is not "binding" at all, notwithstanding LAIG's claim that it is.

Crown Point strongly disagrees with LAIG's position that its Last-Minute Proposal should replace the second tranche financing ("Second Tranche") that Crown Point has arranged with a strategic Argentine investor group (the "Strategic Investors").

"Our conclusion is that LAIG's Last-Minute Proposal is a public relations ploy to disrupt the approval of the Second Tranche by shareholders at the forthcoming Special Meeting," said Gordon Kettleson, Chairman of the Board and member of the Special Committee. "The Special Committee wishes to confirm for shareholders that it continues to strongly support the Company's relationship with the Strategic Investors and the Second Tranche financing."

The Special Committee encourages shareholders to consider the following factors. These factors, among others, have influenced the Committee's conclusions:

  • Benefits of Strategic Investors to Shareholders. The Second Tranche cements a relationship with the Strategic Investors that will be advantageous to Crown Point over the long term, given their strong business reputations in Argentina, their vast experience in the energy and banking industries in Argentina, and their knowledge of and deep relationships within the local business community.

    Crown Point believes the Strategic Investors will help grow the Company into a significant player in the Argentine oil and gas sector. As previously disclosed, the Strategic Investors are positioned to accelerate Crown Point's growth by leveraging their financial capabilities and local business networks so that Crown Point can gain access to new opportunities through, among other things, acquisitions and farm-ins on strategic assets.

    Mr. Pablo Peralta, one of the Strategic Investors' Board nominees, has more than 30 years of experience in Argentina's financial services, insurance and real estate sectors and has extensive experience financing oil and gas companies, including the largest oil and gas company in Argentina, YPF. Mr. Peralta is co-founder, Vice-President and a major shareholder of Banco de Servicios y Transacciones S.A. (where he was President from 2002 to 2014) and President and controlling shareholder of each of the companies in the Orígenes Insurance group, which is the largest private institutional investor in Argentina, with more than US$8 billion under management.

    Mr. Gabriel Obrador, the other Board nominee of the Strategic Investors, is a seasoned entrepreneur and manager who has more than 30 years of experience operating in the oil and gas sector and other industries in Argentina. Among other things, Mr. Obrador has co-founded and acts as President of Petrolera Piedra del Aguila S.A., an independent oil and gas operator in Argentina.

    Unlike the Strategic Investors, LAIG is not an Argentine company and its principals are not Argentineans or Argentine businessmen. Rather, LAIG is a self-admitted foreign investor operating out of the Cayman Islands that is run by individuals residing in England and Mexico. As a result, the Special Committee does not believe that a relationship with LAIG would benefit the Company's operations in Argentina. On the contrary, LAIG is currently suing a prominent Argentine oil and gas producer, which is something that the Company does not want to be associated with.
  • Definitive Agreement vs a Public Relations Ploy. The Second Tranche is covered by a 51-page SEDAR-filed contract with the Strategic Investors, who have a demonstrated financial capability and have already invested approximately US$6.5 million in the Company. In contrast, LAIG's two-paragraph proposal includes no third party verification of LAIG's financial capability and falls far short of the requirements of a definitive agreement.
  • Questionable Timing. Why now? The timing of the submission of the Last-Minute Proposal to the Board appears to be motivated more by public relations considerations than a sincere desire to finance the Company:
    • LAIG did not explain why it waited to provide the Last-Minute Proposal for a full 82 days after LAIG submitted its highly dilutive and coercive original proposal, which contemplated that Crown Point would issue LAIG C$0.20 shares and C$0.30 warrants. LAIG said at the time that it would "require" these terms.
    • LAIG did not explain why it waited to provide the Last-Minute proposal for a full 70 days after Crown Point initially announced its financing agreement with the Strategic Investors.
    • LAIG did not explain why it announced its Last-Minute Proposal publicly before providing the brief, two-paragraph "proposal" to the Board.

For these and other reasons, Crown Point confirms that the Board continues to recommend that shareholders vote the WHITE proxy FOR the Second Tranche and AGAINST LAIG's dissident nominees in advance of the forthcoming Special Meeting.

To learn more about the reasons for Crown Point's voting recommendations, shareholders should read Crown Point's proxy materials, including a Letter to Shareholders and Circular, both dated January 22, 2015. The Circular and other materials have been mailed to shareholders and are available on SEDAR at www.sedar.com and on Crown Point's website at www.crownpointenergy.com/proxycontest.

About Crown Point

Crown Point Energy Inc. is an international oil and gas exploration and development company headquartered in Calgary, Canada, incorporated in Canada, trading on the TSX Venture Exchange and operating in South America. Crown Point's exploration and development activities are focused in the Austral and Neuquén basins in Argentina. Crown Point has a strategy that focuses on establishing a portfolio of producing properties, plus production enhancement and exploration opportunities to provide a basis for future growth.

Advisory

This press release contains forward-looking information. This information relates to future events and the Company's future performance. All information and statements contained herein that are not clearly historical in nature constitute forward-looking information, and the words "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "propose", "predict", "potential", "continue", "aim", or the negative of these terms or other comparable terminology are generally intended to identify forward-looking information. Such information represents the Company's internal projections, estimates, expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. This information involves known or unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. In addition, this press release may contain forward-looking information attributed to third party sources. Crown Point believes that the expectations reflected in this forward-looking information are reasonable; however, undue reliance should not be placed on this forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. This press release contains forward-looking information concerning, among other things, the following: the Company's assessment of LAIG'S motivations, including in connection with the Last Minute Proposal; the factors considered by the Special Committee, including the potential benefits of completing the Second Tranche with the Strategic Investors and benefits of the Company's relationship with the Strategic Investors, including the assessment that the Strategic Investors will help grow the Company into a significant player in the Argentine oil and gas sector as the Strategic Investors are positioned to accelerate Crown Point's growth by leveraging their financial capabilities and local business networks so that Crown Point can gain access to new opportunities through, among other things, acquisitions and farm-ins on strategic assets; and the potential consequences the Last Minute Proposal, including the assessment that a relationship with LAIG would not benefit the Company's operations in Argentina.

A number of risks and other factors could cause actual results to differ materially from those expressed in the forward-looking information contained in this press release including, but not limited to, the risk that the Second Tranche is not competed in a timely manner (or at all) or on the terms presently proposed; the risk that the Company is unable to realize the anticipated benefits of the relationship with the Strategic Investors or the Second Tranche; the risks and other factors described under "Risk Factors" in the Company's Annual Information Form, which is available for viewing on SEDAR at www.sedar.com.

With respect to forward-looking information contained in this press release, Crown Point has made assumptions regarding, among other things: the general stability of the economic and political environment in which the Company operates; the timely receipt of any required regulatory approvals; the ability of the Company to fully complete the Second Tranche in a timely manner (or at all) or on the terms it presently contemplates; the ability of the Company to continue as a going concern without the loss or forfeiture of any assets; and that LAIG's motivations and intended outcomes are as set forth herein. Management of Crown Point has included the above summary of assumptions and risks related to forward-looking information included in this press release in order to provide investors with a more complete perspective on the Company's future operations. Readers are cautioned that this information may not be appropriate for other purposes. Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking information contained in this press release are expressly qualified by this cautionary statement.

The forward-looking information contained herein is made as of the date of this press release and the Company disclaims any intent or obligation to update publicly any such forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable Canadian securities laws.

Neither 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 news release.

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