ARROW Exploration Corp. Announces Claim by Officer and Corporate Update
05 März 2020 - 2:30PM
ARROW Exploration Corp. (“
Arrow” or the
“
Company”) (TSXV: AXL) received an originating
application (the “Application”) on Monday March 2, 2020 from John
Newman, CFO of Arrow, as the applicant.
The Application names Ravi Sharma, Juan Carlos
Salazar, Luis Baena, Anthony Zaidi, Tim De Freitas, Gustavo Antonio
Dajer Barguil, Brian Hearst (collectively the “Arrow Directors”),
Canacol Energy Ltd. ("Canacol") and Arrow as respondents.
Mr. Newman seeks the following (not including
procedural matters):
- Adjourning the March 19, 2020 Arrow AGM to a date fixed by the
Court;
- Appointing a committee of independent directors (the
"Independent Committee") to the board of Arrow in addition to or in
the place of three Canacol appointed directors on the Arrow board
and granting the Independent Committee exclusive authority on
behalf of Arrow with respect to all matters pertaining to
Canacol;
- Varying the terms of any contract between Canacol and Arrow, to
remove or set aside any change of control provision; and
- Directing that no steps be taken by Arrow to terminate or
dismiss John Newman from his employment with Arrow as CFO, without
leave of the Court.
Each of Arrow, the Arrow Directors and Canacol
have retained (or are in the process of retaining) counsel who will
be seeking an adjournment of the hearing to allow for gathering of
information and cross examination of Mr. Newman’s evidence
submitted in support of the Application.
Management of Arrow were past the required date
under Stock Exchange and corporate law for holding the Arrow AGM
and received court approval for holding the AGM late at a date of
no later than March 20, 2020. Arrow has not held a
shareholder meeting since the date of the reverse takeover
transaction and many shareholders have requested an AGM be held
promptly which the Arrow Directors instructed management to carry
out. For these reasons Arrow wishes to proceed with the AGM
as scheduled to be in compliance with corporate and securities laws
and the obtained court order.
The current Arrow board consists of Gustavo
Antonio Dajer Barguil and Tim De Freitas who have never been
in the employ of Canacol. In addition, although former
employees of Canacol, Brian Hearst and Luis Baena are independent
of Canacol for all benchmarking purposes under Canadian securities
laws. They are logical directors for the entity as they are
very familiar with the assets and operations in Colombia.
Juan Carlos Salazar, Ravi Sharma and Anthony Zaidi are considered
independent directors for all benchmarking purposes under Canadian
securities laws, except as relating to matters associated with
Canacol, where they have a disclosed interests. Juan Carlos
Salazar provides legal services to Canacol and Ravi Sharma and
Anthony Zaidi are employees of Canacol.
Given the unusual circumstance where the CFO is
seeking legal action against his employer, Mr. Newman will be on a
paid leave of absence until further notice and Alex Mora, the
current controller, will act as head of finance during this
period.
About ARROW Exploration
Arrow Exploration Corp. (operating in Colombia
via a branch of its 100% owned subsidiary Carrao Energy S.A.) is a
publicly-traded company with a portfolio of premier Colombian oil
assets that are under-exploited, under-explored and offer high
potential growth. The Company’s business plan is to expand oil
production from some of Colombia’s most active basins, including
the Llanos, Middle Magdalena Valley (MMV) and Putumayo Basin. The
asset base is predominantly operated with high working interests,
and the Brent-linked light oil pricing exposure combines with low
royalties to yield attractive potential operating margins. Arrow’s
seasoned team is led by a hands-on and in-country executive team
supported by an experienced board. Arrow is listed on the TSX
Venture Exchange under the symbol “AXL”.
For further information
contact:
Felix Betancourt Interim Chief
Executive Officerfbetancourt@arrowexploration.ca
Neither the TSX Venture Exchange (TSXV)
nor its regulation services provider (as that term is defined in
the policies of the TSXV) accepts responsibility for the adequacy
or accuracy of this release. Forward-looking
Statements
This news release contains certain statements or
disclosures relating to Arrow that are based on the expectations of
its management as well as assumptions made by and information
currently available to Arrow which may constitute forward-looking
statements or information (“forward-looking statements”) under
applicable securities laws. All such statements and disclosures,
other than those of historical fact, which address activities,
events, outcomes, results or developments that Arrow anticipates or
expects may, could or will occur in the future (in whole or in
part) should be considered forward-looking statements. In some
cases, forward-looking statements can be identified by the use of
the words “continue”, “expect”, “opportunity”, “plan”, “potential”
and “will” and similar expressions. The forward-looking statements
contained in this news release reflect several material factors and
expectations and assumptions of Arrow, including without
limitation, the Company’s search for new directors, Arrow’s
evaluation of strategic alternatives, the potential of Arrow’s
Colombian assets to offer high potential growth and Arrow’s
business plan to expand oil production and achieve attractive
potential operating margins. Arrow believes the expectations and
assumptions reflected in the forward-looking statements are
reasonable at this time but no assurance can be given that these
factors, expectations and assumptions will prove to be correct. The
forward-looking statements included in this news release are not
guarantees of future performance and should not be unduly relied
upon. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause actual
results or events to differ materially from those anticipated in
such forward-looking statements. The forward-looking statements
contained in this news release are made as of the date hereof and
the Company undertakes no obligations to update publicly or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, unless so required by
applicable securities laws.
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