Tethys Petroleum Limited provided an update on the recent announcement that its board of directors had reached an understanding with Pope Asset Management, LLC in connection with the requisition by the Proposing Shareholder to call an Extraordinary General Meeting of the Company.
Changes to the composition of the Board
The Company announces that the Board has resolved to appoint those directors nominated by the Proposing Shareholder to the Board - John Bell, David Henderson, David Roberts and David Botting (the 'Nominated Directors') with immediate effect, as permitted by Article 65 of the Company's articles of association. Each of the Nominated Directors will hold office as a director of the Company until the dissolution of the next annual general meeting of the Company, unless he is reappointed as a director at that meeting. Each of Nominated Director's continued appointment is subject to approval by the Toronto Stock Exchange.
Prior to this resolution, those remaining directors named in the Requisition who had announced their intention to step down from the Board to make way for the Nominated Directors, tendered their resignation from the Board, with immediate effect. The Board thanked them for their valuable contribution to the Company over many years.
The Board now comprises Julian Hammond, Denise Lay, Jim Rawls, Marcus Rhodes and the four Nominated Directors. Further biographical information on each of the Nominated Directors is set out at the end of this announcement.
Following further engagement with major shareholders and certain other shareholders of the Company, the Board came to the view that in light of shareholder support for the Nominated Directors it would be in the best interests of the Company to appoint the Nominated Directors with immediate effect. This approach ends the period of continuing uncertainty for investors with regard to the constitution of the Board and also saves upon the costs and expenditure of time involved in convening an Extraordinary General Meeting.
Information on the newly appointed directors
The following biographical information has been provided by each Nominated Director:
John Bell is a Chartered Engineer with over 30 years' experience in the energy sector having worked at Vice President or Managing Director level at BP, Statoil AS and Suncor Energy (Syria). Mr. Bell has significant board level and corporate governance experience having served as a director on several boards both private and listed. He has spent a large part of his career in the Middle East, as well as time in the Former Soviet Union, North Africa, the Americas, the UK North Sea, Scandinavia & the Caribbean.
Mr. Bell received his Bachelor of Engineering with First Class Honours at Strathclyde University and completed an Executive Leadership Program at Haas Business School at the University of California, Berkeley. He is a Member of the Institute of Directors and the Institute of Engineering & Technology.
David Henderson has over 30 years' experience in the Oil and Gas industry. He is currently President of WBH Energy Partners LLC, a privately held company developing resource plays in Texas. Mr. Henderson previously served as Executive Vice President & Chief Operating Officer for EEX Corporation listed on the NYSE (now part of Newfield Exploration) from 1997-2002. In this role, he oversaw the acquisition and integration of Tesoro domestic assets. From 1991 to 1997, Mr. Henderson served as Senior Vice President for Exploration and President of International Exploration & Production at Pennzoil Corporation. From 1987 to 1991, Mr. Henderson served as Senior Vice President of International Exploration & Production at Maxus Energy Corporation.
Mr. Henderson graduated from Virginia Polytechnic Institute and State University in 1973 with a Bachelor of Science in Geophysics. He currently serves as Chairman of the Dean's Advisory Board at the College of Arts and Sciences, Virginia Tech, as well as being a Member of the Campaign for Virginia Tech's National Campaign Steering Committee.
David Roberts has over 30 years' experience in the Oil and Gas industry. He is currently Managing Director of Woodfall Consulting Ltd., a consultancy he founded in 1999 and which is focused on the analysis of asset development and drilling performance in the global upstream oil industry. Mr. Roberts' primary client is Independent Project Analysis - the global capital project benchmarking organisation. Mr Roberts has worked with other companies in the preparation of competent person reports (CPR's) for UK-listed E&P companies, and has performed drilling benchmarking studies for a major operator. From 1983 to 1999, Mr. Roberts worked at BP, initially providing rock mechanics' services to North Sea and Middle East operational drilling units on issues such as wellbore stability and water injection. Latterly he moved to become a Performance Advisor, supporting global Drilling Managers by coordinating BP's worldwide wells performance management and benchmarking activities. In this role, he served as an internal and external point-of-contact for the company's drilling operations, as well as developing guidelines for best practice in performance and benchmarking.
Mr. Roberts earned his Bachelor of Science (First Class Honours) in Geophysical Science from Southampton University. He is a member of the Society of Petroleum Engineers (SPE) and acts as a SPE paper peer-reviewer.
David Botting has over 35 years' experience in investment, banking and the financial services industry. He currently manages the Botting Family Funds and, in recent years, has also been engaged in freelance Equities Analyst work. In 1995, Mr. Botting established the Botting Family Funds; a group of investment portfolios employing a 'Value' investment strategy focusing on the Oil and Gas, Media and Retail Sectors. Accordingly, he has acquired significant experience in the execution of energy exploration and production projects around the world, as well as in corporate cost management. In 1988, Mr. Botting established a Consultancy and Funding brokerage which operated in the SME sector. Mr Botting retired from the brokerage operation in 2012 to focus solely on the management of the family funds.
From 1978 to 1988, Mr. Botting worked at a U.K. banking subsidiary of Household International (now HSBC Finance Corporation).
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