Longford Energy Inc. Update Regarding Organizational Matters
25 Outubro 2012 - 10:35PM
PR Newswire (Canada)
Longford Energy Inc. Update Regarding Organizational Matters
TORONTO, Oct. 25, 2012 /CNW/ - Longford Energy Inc. (NEX:
LFD.H) ("Longford") announced today the following updates with
respect to organizational matters:
- The independent directors of Longford have approved the terms
of a management services agreement (the "MSA") to be entered into
between Longford and Goodwood Inc. or an affiliate thereof (the
"Manager") in respect of the period ending August 8, 2013, subject to compliance with all
regulatory requirements. Under the terms of the MSA,
the Manager will provide Longford with the services of Mr.
Peter Puccetti as Chief Executive
Officer and a director of Longford and the services of other of the
Manager's employees, as well as administrative and other
support. The terms of the MSA approved by Longford's
independent directors contemplate that, in consideration for
providing these services, the Manager: (a) will be paid cash
compensation of $280,000 for the
initial one-year term of the MSA, (b) at the discretion of
Longford's independent directors, will be entitled to cash bonuses
based on achievement of qualitative and quantitative metrics to be
determined from time to time by the independent directors, and (c)
at the discretion of Longford's independent directors, will be
entitled to receive long-term compensation in the form of
Restricted Share Units with customary vesting and other terms and
conditions and in an amount that is reflective of the Manager's
role and responsibilities and contributions to Longford, provided
that any such awards of Restricted Share Units will be subject to
approval by the independent directors of Longford and any
applicable exchange and other approvals. Goodwood Inc. currently exercises control and
direction over approximately 12.1% of Longford's outstanding
shares, which are owned by certain investment funds in respect of
which Goodwood Inc. acts as investment manager.
- Mr. Graham C. Warren has been
appointed Chief Financial Officer of Longford, effective
immediately. Mr. Warren is a senior financial executive
with over 25 years of experience with emerging and established
companies in the environmental, telecom, mining, oil and gas, and
biotech sectors. Mr. Warren has extensive board, operations,
corporate finance and public markets expertise, and currently
provides Chief Financial Officer and corporate governance services
to three other publicly-traded companies. With the approval
of Longford's independent directors, Longford has entered into a
consulting agreement for the provision of Mr. Warren's services
with a one-year renewable term. The consulting agreement
provides for an annual fee for Mr. Warren's services of
$60,000. In addition, the
consulting agreement contemplates that, at the discretion of
Longford's board of directors, Mr. Warren may from time to time be
granted options or other appropriate equity-related compensation by
Longford to reward performance.
- Longford has adopted a new compensation program for its
non-executive directors, effective August 8,
2012. Under that program, the non-executive directors
of Longford will be compensated as follows: (a) an all-in fee for
the Chairman of the Board of $110,000
per annum; (b) a retainer fee for each other non-executive director
of $40,000 per annum; (c) an
additional retainer fee for the Chairman of the Audit Committee of
$15,000 per annum;
(d) attendance fees payable to each non-executive director
(other than the Chairman of the Board) of $5,000 per meeting of the board ($2,500 for telephone meetings) and $4,000 per meeting of any committee of the board
($2,000 for telephone meetings); (e)
director fees will be paid quarterly in arrears at the end of each
calendar quarter; and (f) subject to any required exchange or other
approvals, each non-executive director will have the option of
receiving all or part of his compensation in the form of cash or
through deferred share units or a similar instrument. In
approving this non-executive director compensation program,
Longford's independent directors determined that these director
compensation arrangements would be re-visited if Longford has not
completed or made substantial progress towards completing a
material transaction in the next approximately six months.
Mr. Ian Delaney,
the Chairman of the Board, stated: "We remain actively focussed on
deploying Longford's capital in a manner that creates long-term
value for shareholders, and believe that these actions are a
necessary part of regularizing Longford's affairs and building the
foundation necessary to create sustainable value in the
future."
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.
SOURCE Longford Energy Inc.
Copyright 2012 Canada NewsWire
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