RPT Resources Ltd.

RPT Resources Ltd.

December 03, 2010 08:00 ET

RPT Resources Responds to Dissident Shareholder

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 3, 2010) - RPT Resources Ltd. ("RPT") (TSX VENTURE:RPT) became aware of a dissident proxy circular (the "Dissident Circular") that was filed on SEDAR on November 18, 2010 by Mr. Amir Mousavi (the "Dissident Shareholder"). The Dissident Shareholder subsequently issued a press release on November 26, 2010 (the "Dissident Release"). RPT wishes to respond to the incorrect information set forth in the Dissident Circular and the Dissident Release. 

Timing of Announcement of ArPetrol Transaction

On November 22, 2010, RPT announced that it had entered into a letter of intent on November 19, 2010 for an arm's length business combination (the "ArPetrol Transaction") with ArPetrol Inc. ("ArPetrol"). Conversations with ArPetrol commenced in mid October 2010 following the efforts of Mr. Sam Charanak to introduce the parties, and negotiations between the parties continued from that time up to the date of execution of the letter of intent. In fact, the letter of intent was in the final stages of negotiation when the Dissident Circular was first filed on SEDAR. The decision to enter into the letter of intent with ArPetrol was completely unrelated to the Dissident Circular and was not "hurried" (as incorrectly stated in the Dissident Release), but rather involved negotiation over time and in a manner that was in the best interests of RPT and its shareholders. 

As noted in RPT's press release of November 22, 2010, the ArPetrol Transaction is anticipated to constitute a change of business and/or a reverse takeover in accordance with the policies of the TSX Venture Exchange and, as such, the approval of the shareholders of RPT will be required. As a result, RPT determined to defer the holding of its annual and special meeting of shareholders that was scheduled for December 3, 2010 until such time as it could present the ArPetrol Transaction to shareholders for approval. At that time, shareholders will have complete information in order to make an informed decision on all matters to be transacted at the meeting.

Merits of the ArPetrol Transaction

Management of RPT has negotiated what it feels to be a fair and proper valuation of ArPetrol and a transaction that has created value for, and is in the best interests of, RPT shareholders. RPT has engaged Raymond James Ltd. to act as financial advisor to RPT with respect to the ArPetrol Transaction and it is expected that Raymond James will be asked to provide an opinion on the fairness of the ArPetrol Transaction, from a financial point of view, to the RPT shareholders. Further, if required by the TSX Venture Exchange and subject to the completion of satisfactory due diligence, Raymond James has also agreed to act as sponsor of the combined entity in connection with the ArPetrol Transaction. Similarly, Canaccord Genuity Corp. is acting as financial advisor to ArPetrol and it is expected that Canaccord Genuity will be asked to provide an opinion on the fairness of the ArPetrol Transaction, from a financial point of view, to the ArPetrol shareholders. The ArPetrol Transaction will also be reviewed by, and is subject to the approval of, the TSX Venture Exchange. Based on the above, both RPT and ArPetrol shareholders will have the benefit of independent third party assessments of the fairness of the ArPetrol Transaction and will be protected by the application of regulatory requirements and stock exchange review, in addition to their entitlement to vote on the ArPetrol Transaction after being provided with full disclosure.

Commenting on the merits of the ArPetrol Transaction, Tim Thomas, President and Chief Executive Officer of ArPetrol, expressed his views on ArPetrol's business:

"ArPetrol owns a 100 percent interest in, and is operator of, a producing asset with redevelopment opportunities and an 85 million cubic feet per day gas plant. In addition, we have an inventory of exploration projects which is expected to create additional value. Overall, we believe Argentina has significant potential which makes it a leading South American hydrocarbon province, following the recent successes realized by other Canadian companies in Colombia and elsewhere in South America. In our view, Argentina is positioned for change and growth and we expect to be a major part of that future success."

Management of RPT and ArPetrol also expect that commitments in respect of the financing which is anticipated to be completed in connection with the ArPetrol Transaction will be obtained prior to, or concurrently with, RPT and ArPetrol entering into the definitive agreement in respect of the ArPetrol Transaction. The parties believe this will reduce financing and deal risk, providing comfort for the parties and the companies' shareholders to move forward to obtain the required approvals and complete the transaction.

Extension of MetaLeach Consulting Agreement

Since August 2009, RPT's principal focus has been to search for mineral properties, primarily zinc oxide mineralization, which may be suitable for application of the proprietary mineral processing technology developed by MetaLeach Limited, a wholly owned subsidiary of Alexander Mining PLC. Prior to entering into the letter of intent for the ArPetrol Transaction, RPT had detailed and lengthy discussions with a number of companies regarding mineral properties that were presented through RPT's consulting arrangement with MetaLeach Limited, some of which were ongoing right up to the time that negotiations with ArPetrol commenced. In order to keep these discussions and options available to RPT, management determined it was in the best interests of its shareholders to renew the consulting arrangement with MetaLeach Limited. This consulting arrangement is on a month to month basis and does not represent a material expense to RPT.

RPT Management

Management of RPT is of the view that the Dissident Shareholder's statements regarding the capabilities of RPT management are inaccurate. The following is noted regarding current management:

Michelle Gahagan - Ms. Gahagan is currently a principal in a privately-held merchant bank based in Vancouver and London. Prior to the commencement of her involvement in merchant banking five years ago, Ms. Gahagan graduated from Queens University Law School and practiced corporate law for 20 years, acting for financiers with respect to syndicated tax products in the entertainment finance sector. Ms. Gahagan has extensive experience advising companies with respect to international tax-driven structures, mergers and acquisitions. Ms. Gahagan has successfully completed the Investment Management Certificate course and is a Qualified Person under the Financial Services Authority (UK) regime. Ms. Gahagan has been the President of RPT Resources Ltd. since the fall of 2009 and is currently the managing director of Northern Rand Resource Corp. and a director of Bowood Energy Corp. Ms. Gahagan was instrumental in completing the business combination of Bowood Energy and Roadrunner Oil & Gas in December 2009, which transaction has delivered an approximate 400% increase in share price since that time.

Nelson Baker - Mr. Baker has been the President of Nelson W. Baker Geological Services Ltd. since 1984. Mr. Baker joined the board of directors of Rainy River Resources Ltd. and became its President in 2005 when its stock was trading at approximately $0.25 per share. Upon his resignation from the board, Rainy River's stock was trading at approximately $6.00 per share.

Marshall Bertram – Mr. Bertram is a director and CFO of several publicly trading companies. Mr. Bertram is currently the President and CEO of Mineral Mountain Resources Ltd., a company that recently completed its initial public offering at a price of $0.25 per share and is now trading at a price of approximately $0.50 per share. Mr. Baker also sits on the board of directors of Mineral Mountain Resources.

The above demonstrates that the current management of RPT has broad experience and has demonstrated its ability to create shareholder value. In completing the ArPetrol Transaction, management of RPT expects to do so again.

In addition to the strength of the current management team, upon completion of the ArPetrol Transaction, the combined entity will have an impressive board and management team. The new management team will be led by Tim Thomas as President and Chief Executive Officer and Troy Wagner as Vice President, Argentina and a new board of directors will be comprised of Claudio Ghersinich (Chairman), Abby Badwi, Jeff Boyce, Michelle Gahagan, Tim Thomas and Ronald Williams. The qualifications of the new management team are set forth in detail in RPT's press release of November 22, 2010, however, some of their highlighted qualifications are as follows:

Tim Thomas - Mr. Thomas is a professional engineer with more than 32 years of oil and gas experience. Most recently, Tim was Senior Vice President Canadian Oil and Gas and an officer at Nexen Inc. (TSX, NYSE), a successful oil & gas company with assets in Canada, US, UK, Yemen, Nigeria and Colombia.

Troy Wagner - Mr. Wagner is a professional engineer and MBA graduate with 18 years of engineering and management experience. Prior to joining ArPetrol in 2007 as the in-country manager in Argentina, Mr. Wagner was COO and VP Engineering of Elmworth Energy/Triangle USA Petroleum (OTC - US), a company focused on developing domestic and international shale gas projects.

Abby Badwi - Abby Badwi is an international energy executive and professional geologist with more than 35 years experience in the exploration, development and production of oil and gas fields in North America, South America, Europe, Asia and the Middle East. Mr. Badwi has been a director of ArPetrol since its inception. He is currently President & CEO of Bankers Petroleum Ltd. (TSX, London-AIM), an oil & gas company with heavy oil operations in Albania.

Claudio A. Ghersinich – Mr. Ghersinich is an independent businessman and professional engineer with more than 30 years of oil and gas experience. He is a co-founder and former Executive VP and VP Business Development of Vermilion Energy Inc. (TSX). He serves or has served on the board of directors of various public companies including Verenex Energy Inc. (formerly TSX), Vermilion Energy Inc. (TSX), Aventura Energy Inc. (formerly TSX), Bulldog Energy Inc. (TSX), Bulldog Resources Inc. (formerly TSX), Pegasus Oil & Gas Inc. (formerly TSXV) and Valeura Energy Inc. (TSXV).

Jeff Boyce – Mr. Boyce is the Chairman and Chief Executive Officer of Sure Energy Inc. (TSX). Previously, Mr. Boyce was the President & CEO of Clear Energy Inc. (formerly TSX) and prior thereto, President & CEO and co-founder of Vermilion Energy Inc.

Ronald Williams - Mr. Williams joined the ArPetrol Board in June 2007 and brings over 19 years of domestic and international oil and gas industry experience. Mr. Williams has an extensive background in the areas of audit, finance and taxation as well as property and corporate acquisitions.

In summary, the proposed team brings a wealth of public company experience, knowledge and repeated success in prior endeavours, which is expected to be of indeterminate value to RPT shareholders.

Dissident Shareholder's Proposed Management Team

In contrast to the wealth of experience demonstrated by the proposed management team of ArPetrol, the Dissident Circular discloses that the slate of directors (the "Dissident Slate") proposed by the Dissident Shareholder has limited public company experience. The Dissident Shareholder also failed to mention that the Dissident Slate only holds, in the aggregate, 43,500 (0.037%) of the 116,988,073 common shares of RPT that are issued and outstanding. In addition, while management of RPT has brought forward what it believes to be a real opportunity that is in the best interests of RPT and its shareholders, the Dissident Shareholder has not provided details of his intended business plan or strategy for RPT.

Opportunity to be Heard

All shareholders of RPT should recognize that, once the TSX Venture Exchange conditional approval has been obtained, RPT will call a shareholder meeting to approve, among other things, the ArPetrol Transaction with the proposed slate of directors discussed above. At that meeting, all shareholders of RPT will have an opportunity to be heard and to vote on all matters brought forth at the meeting. It is management's view that this proposed plan to delay the previously scheduled annual general meeting is in the best interests of RPT and its shareholders in that it will enable RPT to provide them with full disclosure respecting the ArPetrol Transaction. The parties are working toward a definitive agreement and are optimistic that they will be able to do so on an expedited timeline; however, should RPT and ArPetrol terminate their discussions or if they are not able to enter into a definitive agreement within a reasonable period, RPT will call an annual and general meeting providing for, among other things, the election of directors by RPT's shareholders.

Reader Advisory

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the ArPetrol Transaction, any information released or received with respect to the ArPetrol Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of RPT should be considered highly speculative.

Trading of the common shares of RPT will remain halted pending receipt and review by the TSX Venture Exchange of acceptable documentation regarding the combined entity following completion of the ArPetrol Transaction. The proposed ArPetrol Transaction has not been approved by the TSX Venture Exchange and remains subject to TSX Venture Exchange approval.

Completion of the ArPetrol Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. The ArPetrol Transaction cannot close until the required approvals are obtained. There can be no assurance that this ArPetrol Transaction will be completed as proposed or at all.

An agreement to sponsor should not be construed as any assurance with respect to the merits of the ArPetrol Transaction or the likelihood of completion.

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to timing and completion of the ArPetrol Transaction, the merits of the ArPetrol Transaction, the creation of value in the combined entity, the completion of a planned financing, the satisfaction of the conditions precedent to the ArPetrol Transaction (including receipt of TSX Venture Exchange approval) and the timing of calling and holding of a shareholders meeting of RPT. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including fluctuations in the prices of oil and natural gas; governmental regulation of the oil and gas industry, including environmental regulation; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; failure to obtain industry partner and other third party consents and approvals, if and when required; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, drilling, processing and transportation problems; changes in tax laws and incentive programs relating to the oil and gas industry; failure to realize the anticipated benefits of acquisitions and dispositions; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive. 

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

The TSX Venture Exchange has in no way passed upon the merits of the proposed ArPetrol Transaction and has neither approved nor disapproved the contents of this press release. Neither the 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.

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