FrontFour Capital Group LLC

October 21, 2013 08:00 ET

FrontFour Capital Group LLC Announces Requisition of a Special Meeting of Renegade Shareholders, Demands Disclosure on Fees Paid to Insiders and Advisors

GREENWICH, CONNECTICUT--(Marketwired - Oct. 21, 2013) - FrontFour Capital Group LLC ("FrontFour") announced today that FrontFour and a like-minded shareholder (the "Requisitionists") have served the Board of Renegade Petroleum Ltd. ("Renegade", or the "Company") with legal notice of their requisition of a special meeting of shareholders.

FrontFour recently sent a private proposal to the board of Renegade to replace a majority of current directors and work cooperatively to restore the Company's credibility. This proposal was rejected, prompting the Requisitionists to requisition a special meeting to enable shareholders to decide the matter directly. The Requisitionists believe that the current board is unqualified to make decisions related to board composition and the hiring of a new management team and is deeply concerned about the potential for another "Transformational" transaction which will enrich Renegade's advisors while further eroding shareholder value. In light of the conflict of interest that exists with its legal advisor and the sharp increase in general and administrative expenses, the Requisitionists have also demanded the disclosure of fees paid to the Company's legal and financial advisors, and that the Company disclose any financial arrangements with current directors that include payments of finder's fees or success fees.

Since the December 2012 closing of the so-called Transformational transaction and the conversion to a dividend-paying corporation, the share price has declined by 56% and, after announcing the Strategic Review, the share price continued to decline by 25% despite the iShares S&P TSX Energy Capped index increasing by 11% and 16% during the respective periods. Today, the Company's share price is close to its 3.5 year low.

FrontFour's retention of a leading petroleum consulting firm has confirmed its belief that Renegade has an attractive, high quality asset base, however, its shares trade at a significant discount to net asset value due to weak financial controls, poor governance, and a series of strategic missteps.

FrontFour believes that investors should note the following:

POOR ALIGNMENT OF INTERESTS The current board owns less than 0.04% (four hundredths of one percent) of the equity of Renegade.
WEAK FINANCIAL CONTROLS The Company disclosed an approximate $63 million "miss" in leverage guidance in connection with the Transformational transaction; transaction fees accounted for approximately $30 million of the leverage "miss". Included in the audited transaction expenses are insider finder fees and in-the-money options issued to officers. Errors in the valuation of a Gross Overriding Royalty increased the dilution of the Transformational transaction.
LACK OF ACCOUNTABILITY Mssrs. Clark, Reid and Turnbull remain on the board despite the oversight of the destruction of hundreds of millions of dollars in equity value.
NO HUMAN RESOURCE STRATEGY The CFO and CEO were both removed in slow motion over a 6 month period with no formal replacements. Renegade has also suffered an exodus of technical and operating staff including the Vice President of Exploitation. The current board does not have any technically competent oil and gas individuals, and without replacing the past Chairman, Renegade will not have qualified members to serve on the Reserves Committee.
POOR BUSINESS JUDGEMENT The board monetized "non-core" assets in West Central Saskatchewan for approximately $19 million that resulted in net locations to decrease from 298 in May 2013 to 81. This reflects a 72% decrease in net locations, reducing upside for shareholders without adequate consideration. Using management's guidance of NPV per net location, the average of the guidance type curves equates to $222 million in value sold for $19 million, plus the loss of 70 boe/d in production.
CONFLICTS OF INTEREST Director Jay Reid, who the Company characterizes as an independent director, is a Partner at the law firm of Burnet, Duckworth & Palmer LLP ("BD&P"). BD&P serves as outside counsel for Renegade and has received significant cash payments from Renegade, directly and indirectly benefitting Jay Reid and his partners at BD&P. This antiquated custom is widely viewed as the antithesis of "best practice" and speaks to the standards of corporate governance upheld by Renegade.
HOPE IS NOT A STRATEGY A stressed company exploring a sale requires a good "Plan B". Renegade has apparently never had one. The board had ample time to put forth a new Chairman and CEO prior to the AGM, but instead has continued with its reactionary approach to managing the business.

The Requisitionists collectively own or exercise control or direction over more than 5% of the outstanding shares of Renegade. They have requisitioned a special meeting of shareholders. In connection with the meeting, FrontFour intends to file an Information Circular which will include an alternative slate of directors.

"Renegade's board and its advisors continue to deplete the Company's cash resources while the shares remain near an all-time low," said Zachary George, Co-Founder and Managing Member of FrontFour. "It's time to get back to basics, focus on positive change, and re-establish Renegade's credibility."

About FrontFour Capital Group LLC:

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

The TSX Venture Exchange has not reviewed nor approved the contents of this press release and does not accept responsibility for the adequacy or accuracy of this press release. This news release is not a solicitation of a proxy.

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