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RPL Renegade Petroleum Ltd.

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Share Name Share Symbol Market Type
Renegade Petroleum Ltd. TSXV:RPL TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
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Renegade Petroleum Ltd. Calls Shareholder Meeting, Provides Update on Strategic Review Process and Addresses FrontFour Allega...

06/11/2013 11:40pm

Marketwired Canada


Renegade Petroleum Ltd. ("Renegade" or the "Company") (TSX VENTURE:RPL) today
announced that in response to a requisition made by a dissident shareholder
group, it has called a special meeting of shareholders to be held on January 28,
2014. 


Renegade believes that a significant amount of inaccurate information has been
disseminated by FrontFour Capital Group, LLC and feels compelled to provide a
short update to ensure Renegade shareholders are not manipulated or misled.


Shareholder Meeting 

Renegade has called a special meeting of shareholders. The meeting will be held
on January 28, 2014 and Renegade will provide notice of the record date for
receiving notice of and voting at the meeting in due course. A management
information circular will be mailed to shareholders and posted on SEDAR in
advance of the meeting.


Update on Strategic Review Process 

In response to operational and market challenges facing the Company, the
Renegade board initiated a strategic review process on April 15, 2013 and
shortly thereafter appointed Macquarie Capital Markets Canada Ltd. and TD
Securities Inc., as joint financial advisors to the Special Committee. 


Throughout the process, the Special Committee, with the assistance of its
advisors, has developed and has continually re-evaluated a list of potential
alternatives for Renegade and the expected impact that implementing such
alternatives would have on the Company and its stakeholders. The Special
Committee has worked on concurrent paths in exploring these alternatives and has
taken positive steps to address issues facing Renegade, including implementing
management and board changes and increasing financial flexibility through
prudent non-core asset sales, increasing the credit facility and reducing the
dividend.  


Since its formation, the Special Committee has been constantly engaged and
focused on its mandate. To date, the Special Committee has held 24 formal
meetings and has participated in a significant number of additional
negotiations, discussions, calls and meetings with advisors and third parties.
In total, 22 potential counter-parties have executed confidentiality agreements
and have been granted access to a confidential data room created by the
advisors. These parties have shown varying levels of interest in pursuing
potential transactions with Renegade. In fact, since the commencement of the
process, Renegade has received 20 expressions of interest with respect to either
an asset or corporate transaction. A number of these expressions of interest are
currently at various stages of negotiation and the Special Committee remains
committed to only pursuing transactions that are in the best interests of
long-term shareholder value. Due to confidentiality restrictions, and for
strategic reasons, Renegade is not able to comment further on the specific
nature of any proposals considered, the proposed structure of any transaction or
the proposed consideration to be received. The strategic review is ongoing and
the Special Committee and its advisors are actively investigating alternatives
with a view to enhancing shareholder value. 


Throughout this process, the Special Committee has been committed to taking
courses of action that are in the best interests of the Company. The Special
Committee has refused, and will continue to refuse, to accept proposals that are
attempts to acquire the Company, its assets or a portion thereof in a
transaction that does not provide appropriate value to the Company.


FrontFour Allegations 

Rather than constructively engaging with the Renegade board, and despite
repeated attempts by the Company to engage in a constructive dialogue, FrontFour
has decided to requisition a meeting of shareholders that will divert time and
resources of the Company and the Special Committee that should otherwise be used
to focus on the strategic review process. Nevertheless, and notwithstanding the
fact that Renegade just held its annual general and special meeting on September
27, 2013, the Renegade board has called a special meeting of Renegade
shareholders to take place on January 28, 2014. At the upcoming meeting, all
Renegade shareholders can again have an opportunity to make a decision regarding
the future direction of the Company. 


It is unfortunate that FrontFour has resorted to making false, misleading and
irresponsible statements. Some of these false statements do not merit a response
but some need to be addressed.


1. FrontFour Refuses to Engage Constructively with the Renegade Board 

FrontFour has alleged that the Renegade board has made no effort to communicate
with FrontFour when it knows that the opposite is true. Members of the Renegade
board have returned Zachary George's calls and emails and have attempted on
numerous occasions over the last few months to engage in a constructive dialogue
with FrontFour. In fact, Thomas Budd, Chairman of the Renegade board, promised
to make himself available each week to Mr. George to provide an avenue for
FrontFour to have discussions. Mr. George has not yet returned the first of Mr.
Budd's agreed upon weekly update calls, which was placed just prior to the
meeting requisition.


2. FrontFour Would Like Independent Directors to Violate Securities Law 

FrontFour has complained on multiple occasions that members of the Special
Committee do not own any Renegade common shares, which is simply misleading. The
members of the Special Committee joined the Renegade board after the
commencement of the strategic review process and during a time when Renegade was
in a black-out period, which remains in place today. The members of the Special
Committee appreciate the importance of obtaining a meaningful stake in Renegade
and have expressed a desire to do so. Unfortunately, it would be a violation of
applicable securities laws for members of the Special Committee to acquire stock
during this period. FrontFour is well aware of this fact.


3. FrontFour Has No Regard for Fiduciary Duties 

FrontFour claims that its private proposal to the Special Committee was
rejected. This is simply not true. In a letter sent to FrontFour and on many
occasions during multiple calls between members of the Special Committee and
Zachary George, the Special Committee asked for the resumes and qualifications
of FrontFour's proposed nominees to the Renegade board. FrontFour never provided
this information. The Renegade board has demonstrated that it is willing to take
bold, significant and carefully considered steps to further strengthen the
board. This is clearly demonstrated through the addition of six new, independent
board members since the commencement of the strategic review process. Renegade
reminds FrontFour that the Renegade board owes a fiduciary duty to act in the
best interests of the Company. We expect FrontFour understands that blindly
replacing the entire board with the nominees of a hedge fund, that purports to
represent only 5% of the Company's shares without conducting proper due
diligence on the background and qualifications of these nominees would be a
failure of this duty. 


The Renegade board looks forward to engaging with all of our shareholders over
the next few months and at our upcoming special meeting of shareholders.


CORPORATE INFORMATION 

Renegade is a light oil focused development and production company with assets
located in Saskatchewan, Alberta, Manitoba and North Dakota. Renegade's common
shares trade on the TSX Venture Exchange under the symbol RPL.


FORWARD-LOOKING STATEMENTS

Statements in this document may contain forward-looking statements or
information within the meaning of applicable securities laws. The reader is
cautioned that assumptions used in the preparation of such information may prove
to be incorrect. Events or circumstances may cause actual results to differ
materially from those predicted, as a result of numerous known and unknown
risks, uncertainties, and other factors, many of which are beyond the control of
the Company. In addition, forward-looking statements or information are based on
a number of factors and assumptions which have been used to develop such
statements and information but which may prove to be incorrect. Although the
Company believes that the expectations reflected in such forward-looking
statements or information are reasonable, undue reliance should not be placed on
forward-looking statements because the Company can give no assurance that such
expectations will prove to be correct. The forward-looking statements contained
in this news release are made as at the date of this news release and the
Company does not undertake any obligation to update publicly or to revise any of
the included forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by applicable securities
laws.


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Renegade Petroleum Ltd.
Andrew Greenslade
Interim CEO
(403) 930-1102


Renegade Petroleum Ltd.
Mark Lobello
Interim CFO
(403) 355-8921


Kingsdale Communications
(416) 644-4031
contactus@kingsdalecommunications.com

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