Petro-Reef Resources Ltd.

Petro-Reef Resources Ltd.

May 29, 2012 11:59 ET

Petro-Reef Resources Ltd. Postpones Annual and Special Meeting

CALGARY, ALBERTA--(Marketwire - May 29, 2012) -

After giving the matter due consideration, the Board of Directors of Petro-Reef Resources Ltd. (TSX VENTURE:PER) ("Petro-Reef" or the "Company") announces its decision to postpone the Company's Annual and Special Meeting from June 7, 2012 at 3:00 pm to July 4, 2012 at 3:00 pm at the Calgary Petroleum Club, 319 - 5th Avenue SW, Calgary, Alberta, T2P 0L5.

The postponement was made necessary as a result of the dissident proxy circular filed by Cavalon Capital Corp. on May 22nd, 2012 without any advance notice to Petro-Reef's Board and just 12 days before the scheduled Annual and Special Meeting. The Board considers itself bound by its fiduciary obligations to ensure that shareholders of Petro-Reef have enough information before them to make an informed decision. Shareholders require more time to receive, evaluate and react to important information from both the Company and the dissidents. The Board believes that postponing the Annual and Special Meeting for a short period is reasonable, and in the best interests of the Company and its shareholders for a number of reasons, including:

  • The Company released its First Quarter results and positive results of the Company via press release on May 28, 2012. Receipt of this important information by shareholders cannot be guaranteed ahead of the deadline for proxy filing by some non-registered shareholders.
  • The Company has informed the dissident that its proxy circular did not include sufficient information to permit the shareholders to make a reasoned decision, and also did not include clear viable and binding indications of their financing commitments.
  • The dissidents' proxy circular was not specific on operating and financial projections and plans. The Company has asked the dissident to release detailed operating and financing information and plans to shareholders so that it may be compared to the Company's information.
  • Postponing the Annual and Special Meeting does not affect any shareholders' rights. Any shareholders who intend to vote against the directors proposed by the Petro-Reef Board are still entitled to do so.

Based on historic proxy return rates, management believes that many shareholders had declined to return their proxies as they did not realize there could be a contentious issue, and had simply discarded their Company form of proxy. As a result the Company now considers it necessary to re-issue a Management Information Circular and to resend proxies to all shareholders to ensure that they have the option of voting for their preferred choice.

While the dissident has every right to proceed in the manner that they are proceeding, the Board of Petro-Reef has to respond in a clear and timely manner to ensure the democratic process of shareholder rights is preserved. The Company will be releasing additional detailed information on its plans for growth so that every shareholder can evaluate both positions.

Finally, the Company is aware of other parties who have signed Confidentiality Agreements with Petro-Reef that are considering alternate proposals that may be more favourable and concrete to our shareholders than the dissident proposal. These parties only received our First Quarter results and reserves update on May 28, 2012, and need time to incorporate the new information into their evaluations of Petro-Reef and the effect the new information has on their potential proposals. Besides needing time for these potentially superior proposals to be presented and then evaluated by the Board, the shareholders would of course need time to evaluate their options.

In the interim, Petro-Reef reminds shareholders to TAKE NO ACTION with respect to any proxy form that they may have received as the Company will be providing shareholders with new proxy voting forms along with its response to the dissident circular.

About Petro-Reef Resources Ltd.

Petro-Reef Resources Ltd. is an Alberta incorporated oil and natural gas exploration and production company whose business activities are focused in Alberta. The Company has no subsidiaries. The Company's head office address is Suite 970, 10655 Southport Road SW, Calgary, Alberta T2W 4Y1.

The Company's shares are listed on TSX-V (Symbol: PER). There are 62,239,477 common shares issued and outstanding.

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 release.

Contact Information

  • Petro-Reef Resources Ltd.
    N. Gary Van Nest
    CEO and Chairman
    (403) 523-2505
    (403) 264-1348 (FAX)

    Petro-Reef Resources Ltd.
    Hugh M. Thomson
    Vice-President Finance and CFO
    (403) 523-2505
    (403) 264-1348 (FAX)

    Petro-Reef Resources Ltd.
    970, 10655 Southport Road S.W.
    Calgary, Alberta T2W 4Y1