Petromin sets the record straight on inaccurate and misleading dissident circular
Thursday, 17 December 2015 Petromin Resources Ltd. wishes to clarify various inaccuracies recently published in a dissident proxy circular dated December 4, 2015 (the "Dissident Circular") by Ivano DeCotiis in support of the nomination of himself and others (collectively, the "Dissidents") as directors of Petromin.
In the first quarter of 2015 the Dissidents participated in a private placement by the Company, subsequently approaching the Company's management with a proposal to assume management of the Company - Mr. DeCotiis and Mr. Daum failed to present any plan to create value for Petromin's shareholders and since that time both Mr. DeCotiis and Mr. Daum have made several attempts to mislead and misinform shareholders and to attack the integrity of the Company's management and its employees.
The Dissidents claim that Petromin or members of its board wrongfully converted, transferred or otherwise disposed of Petromin's shareholding in TerraWest Energy Corp. ("TWE"), a private British Columbia-incorporated company. Petromin confirms the following:
Your Vote Is Important If you are concerned that you may have inadvertently provided a proxy in favour of the Dissident Circular, or have changed your mind since submitting a proxy to the Dissidents, you have the right to revoke your prior proxy and provide a new proxy. If you need help voting your proxy, obtaining a replacement proxy form, or revoking your prior proxy, please contact the Company by telephone at 604-682-8831 or by email at firstname.lastname@example.org.
- Petromin initially entered into a letter of intent for the acquisition of an 80% interest in TWE.
- Petromin ended up only acquiring 40,000,000 units in TWE in November 2007, and together with the 700,000 preferred shares of TWE purchased in December 2007, Petromin had 40.7% interest in the capital of TWE as at the end of 2007.
- TWE conducted further private placements that Petromin elected not to participate in.
- Petromin's current share position in TWE is 73,333,334 common shares and 700,000 preferred shares, which represents 17.29% of the total common shares and preferred shares of TWE in issue.
- As a minority shareholder of TWE, Petromin is not directly involved in the arbitration proceedings between TWE and China National Petroleum Corporation and PetroChina Company Limited. Since Petromin's last news release regarding the arbitration on March 31, 2015, Petromin has received no new material information regarding the status of the arbitration.
- The Dissidents suggest that any arbitrated award in favour of TWE would be paid to current or former directors of Petromin.
This is unfounded, untrue and defamatory.
- The Dissidents claim that "the Audited Financial Statements (September 30, 2015) and Management's Discussion and Analysis have not been provided by the Company".
This is misleading. Petromin is up to date with the filing of its financial statements and management discussion and analysis. Petromin's audited financial statements for the financial year ended September 30, 2015 are not due for filing until January 28, 2016.
- The Dissidents claim that Kenny Chan, a former director of the Company, borrowed US$12,000,000 to purchase an interest in Enviro Energy International Holdings Limited, a company listed on The Stock Exchange of Hong Kong Limited.
There is unfounded, untrue and defamatory. In fact Kenny Chan borrowed HK$12,000,000 to purchase an interest in Enviro Energy International Holdings Limited from a lender entirely unrelated to Petromin.
- The Dissidents claim that Julie Xu was sponsored to Canada by Petromin and that she was paid $80,000 for her part-time work.
Petromin currently employs Julie Xu on a part-time basis – Ms. Xu was employed as CFO on a full time prior to 2015 and was paid $80,400 annually for her services. Petromin did not sponsor Julie Xu in her immigration application.
- The Dissidents state that the current directors of Petromin have little to no shares of Petromin.
As a matter of public record A. Ross Gorrell, a director and the President and Chief Executive Officer of Petromin, holds 4,295,693 common shares of Petromin, representing over 5% of the outstanding shares.