Cation is nominating the four highly qualified and experienced individuals set out below for election to the Board at the Meeting. The following table sets out, in respect of each Cation Nominee, the individual’s name, province or state and country of residence, the individual’s present principal occupation and principal occupation for the previous five years and the number of shares beneficially owned, directly or indirectly, or over which control or direction is exercised, by such individual. Further information with respect to the Cation Nominees is set forth following the table:
|Name, Province or
State and Country of
Residence of Nominee
Present Principal Occupation
Number of shares Beneficially Owned or Controlled(2)
|Dallas J. Howe
Chief Executive Officer of DSTC Holdings Ltd., a private technology investment company (1990 – present).Chairman, Potash Corporation of Saskatchewan Inc., a public fertilizer company (1991 – 2015).
|Herbert C. Pinder
President, Goal Group, a private equity management firm (2003 – present).
|Thomas A. Budd
President, Focus Energy Advisory Corporation, a private diversified company (2013 – present).
|Sandy L. Edmonstone
President, Cation Capital Inc., a private equity investment firm (2018 – present).Deputy Head, Global Oil & Gas, Executive Director Macquarie Capital, a public investment bank (2012 - 2017).
Dallas J. Howe, Age: 73
Mr. Howe is CEO and owner of DSTC Holdings Ltd., a technology/real estate investment company; Chairman of the board of Advanced Data Systems, a business technology company and advisor to BDM IT Solutions. He is a director and was the founding Chair of the Global Institute for Food Security at the University of Saskatchewan. Presently, Mr. Howe is also an Honorary Colonel of the North Saskatchewan Regiment.
Mr. Howe retired as the Chair of the board of Potash Corporation of Saskatchewan Inc., the world’s largest fertilizer enterprise, in 2015. He also is a former director and chaired the Compensation Committee of Viterra Inc., a Canadian agribusiness built on the foundation of Saskatchewan Wheat Pool Inc. and Agricore United. He has served on and chaired corporate governance and nominating, audit and compensation committees in the private, public and not-for-profit sectors.
Mr. Howe has also served on the Board of Governors of the University of Saskatchewan and served as Chairman of the board; was on the Board of the C.D. Howe Institute and the Board of American Society of Health-Systems Pharmacists Foundation. He also served on the Board of the Saskatoon City Hospital Foundation and was a founding director of the Saskatoon Regional Economic Authority. Mr. Howe has an Honours BA and Masters degree in Mathematics from the University of Saskatchewan. He also attended the University of Toronto in Graduate Studies in Computer Science. Mr. Howe is the recipient of a KPMG Entrepreneur of the Year award. Mr. Howe has been the recipient of many achievements including: in 2009 being made an ICD Fellow by the Institute of Corporate Directors; in 2014 was awarded an Honorary Doctor of Laws from the University of Saskatchewan; and in 2015 received the Grandey Leadership Award.
Strategic Qualifications – Mr. Howe brings to the Board more than 33 years of significant experience in the areas of corporate governance, executive management and government policy and relations. His experience from being involved in the successful turnaround of Potash Corporation of Saskatchewan Inc. through privatization from a Crown corporation to a publicly traded corporation and into the largest fertilizer producer in the world will be of significant benefit to a company trying to re-establish itself.
Herbert C. Pinder, Jr., Age: 71
Mr. Pinder is the President of Goal Group of Companies, a private equity management firm located in Saskatoon, Saskatchewan. Previously, he was the President of Pinder Drugs, a family business, and Goal Sports Corp., which managed contractual and financial matters for professional hockey players. Mr. Pinder is also an experienced corporate director serving on more than 40 public, private, not-for-profit and crown boards with a focus on the energy sector. Mr. Pinder is an experienced corporate director who, in addition to his varied business background, has sat on numerous public and private boards in the energy industry.
Mr. Pinder has a Bachelor of Arts degree from the University of Saskatchewan, a Bachelor of Law degree from the University of Manitoba, a Masters in Business Administration degree from Harvard University Graduate School of Business and was awarded an Honorary Doctorate of Law from the University of Saskatchewan. Mr. Pinder is a Director on the Board of the Fraser Institute and the Chairman of the Business of Hockey Institute.
Mr. Pinder is currently on the board of directors of ARC Resources Ltd. where he is the Chair of the Policy and Board Governance Committee (previously the Chair of the Compensation Committee). He previously served on the board of directors of Craft Oil Ltd. and as Chair of the board of Wascana Energy Inc. (previous Saskatchewan Oil & Gas Corporation, a Crown corporation owned by the Government of Saskatchewan), as a member of the boards of Tarragon Oil & Gas Ltd. (served as Chair of the governance committee), ARC Energy Strategic Fund, Renegade Petroleum Ltd. (served on special committee), Canadian Airlines International Ltd., Viterra Inc., UMA Group Ltd., Princeton Developments Ltd., Tethys Energy Inc., Credit Foncier, Mohawk Canada Limited, Eldordo Nuclear Ltd., Saskatchewan Economic Development Corporation, Develcon Electronics Ltd., Silent Wireless Enterprises Ltd., Sunshine Village Corporation, C.D. Howe Institute, Canadian Chamber of Commerce, Saskatchewan Chamber of Commerce and Canada’s Sports Hall of Fame.
Strategic Qualifications – Mr. Pinder brings to the Board over 32 years of entrepreneurial experience and investment and corporate governance expertise gained from executive and director roles within both public and private companies. His vast experience working within Saskatchewan’s energy industry and his provincial government appointment to the board of Saskatchewan Oil & Gas Corporation is invaluable to a company operating within Saskatchewan’s energy framework.
Thomas A. Budd, Age: 61
Mr. Budd is the President of Focus Energy Advisory Corporation and is an independent businessman. He has many years of experience providing mergers, acquisitions and financial advice on a significant number of Canadian oil and gas transactions. Most recently, Mr. Budd served as President and Vice Chairman, Head of Investment Banking at GMP Corp. and Griffiths McBurney Canada Corp. from April 1996 until 2008. Prior thereto, Mr. Budd was a founding partner and director of an independent investment dealer in Calgary for six years. He started in the investment industry in 1981 and has played a significant role in taking several medium-sized companies public and has been instrumental in developing many innovative financing techniques for oil and gas companies. During his investment banking career, Mr. Budd gained an extraordinary amount of mergers and acquisitions and financing experience as he acted as financial advisor on over 200 take-overs, mergers and/or restructuring transactions, financial advisor on over 200 transactions and underwriter on over 650 financings, of which more than 350 were as lead underwriter.
Mr. Budd is a Certified Management Accountant (non-active) under the Chartered Professional Accountants of Alberta and holds a Masters of Business Administration from the University of Toronto and a Bachelor of Commerce Degree from the University of New Brunswick.
Mr. Budd is currently on the board of directors of Toscana Energy Income Corp. and previously served on the board of directors for Spartan Energy Corp., Waldron Energy Corporation, Renegade Petroleum Ltd., GMP Capital Trust and its predecessor GMP Capital Corp.
Strategic Qualifications – Mr. Budd brings to the Board extensive experience in the areas of capital markets, executive management, accounting and Canadian energy industry. His experience from being involved in numerous corporate strategic initiatives and assisting in unlocking value for shareholders will be of significant benefit.
Sandy L. Edmonstone, Age: 42
Mr. Edmonstone is President of Cation Capital Inc., a private equity investment firm, and is an independent businessman with 20 plus years of experience focusing on the energy sector. Previously he was an Executive Director and Deputy Head of Global Oil & Gas within the Macquarie Group, a large global financial institution where he oversaw the strategic direction and management of the Global Oil & Gas Group. His corporate and investment banking career has spanned over two decades and has focused primarily on initiatives in the energy sector throughout the world. He has held senior executive positions with global, national and boutique investment banks.
Mr. Edmonstone has advised on a variety of mergers and acquisitions, asset dispositions, restructurings and shareholder value maximization processes. He also has an array of financing experience throughout the capital structure. He has advised on hundreds of transactions totaling more than $50 billion. Mr. Edmonstone has repeatedly been ranked a TopGun Banker by Brendan Wood International.
Mr. Edmonstone has been involved in mandates specifically focused on securityholder rights, ensuring securityholders receive maximum value for their investment. Recently, he led an investor initiative that resulted in approximately 500% additional consideration for securityholders than what the board had unanimously recommended.
Mr. Edmonstone is a CFA charterholder with a Bachelor of Commerce Degree from the University of Saskatchewan. He is also a graduate of the Institute of Corporate Directors’ Education Program, holding the ICD.D designation. He is a Vice Chair of the board of trustees for the Calgary Health Trust and is a past member of the board of the CFA Society Calgary.
Strategic Qualifications – Mr. Edmonstone brings to the Board a wide array of experience in the areas of capital markets, strategic alternatives, value maximization processes, capital allocation, and the energy industry. His experience in assisting boards unlock shareholder value will benefit a company looking to re-establish a higher market valuation.
Additional Information Regarding Cation Nominees
Each of the Cation Nominees has consented to being named in this Circular and to serving as a director of Crescent Point and meets the director eligibility requirements established under applicable Canadian laws and by Crescent Point in its advance notice by-law. If elected, each Cation Nominee will hold office until the next annual meeting of shareholders or until his successor is elected or appointed, unless his office is earlier vacated. If elected, the Cation Nominees intend to discharge their duties as directors of the Company consistent with all applicable laws. There is no arrangement or understanding between any Cation Nominee and Cation, or, to the knowledge of Cation, any other person or company, under which a Cation Nominee is to be elected.
If elected, the Cation Nominees intend to work together with those incumbent management nominees who are re-elected to the Board to seek the transformations needed for Crescent Point to reach its potential. Cation is seeking your support for the election of all four of the Cation Nominees and its mission to create value for shareholders through the implementation of our strategy outlined under the heading entitled “Cation's Strategy for Value Creation” on page 30 of this Circular.
To the knowledge of Cation, no Cation Nominee is, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including Crescent Point) that:
- was the subject of a cease trade order, an order similar to a cease trade order or an order that was issued that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an “Order”), while the nominee was acting in the capacity as director, chief executive officer or chief financial officer; or
- was subject to an Order that was issued after the Cation Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
Except as set forth below, to the knowledge of Cation, no Cation Nominee is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including Crescent Point) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
Mr. Budd was a director of Waldron Energy Corporation (“Waldron”) from December 31, 2009 until October 1, 2014. On August 17, 2015 a receiver and manager was appointed over the assets, undertakings and property of Waldron pursuant to an order to the Court of Queen’s Bench of Alberta. Mr. Budd resigned from the board of Waldron while Waldron was still solvent and pursuing strategic alternatives.
To the knowledge of Cation, no Cation Nominee has, within 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the nominee.
To the knowledge of Cation, no Cation Nominee has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.
Cation believes that, if elected, all of the Cation Nominees will be “independent” of Crescent Point within the meaning of National Instrument 58-101 – Disclosure of Corporate Governance Practices.