ESP Brompton Energy Split Corp

TORONTO, May 26, 2017 /CNW/- Vantage Asset Management Inc. ("Vantage" or the "Concerned Shareholder") today provided an update on the overwhelming support received to date from shareholders of Espial Group Inc. (TSX: ESP) ("Espial" or the "Company") in response to its May 23 letter urging shareholders to vote FOR an improved and refreshed Board of Directors of the Company (the "Board") by electing the Concerned Shareholder's director nominees provided for on the BLUE proxy attached hereto:

• Mr. Ronan McGrath
• • Principal: Ronan McGrath & Associates
  • Former Chief Information Officer & President of Shared Operations: Rogers Communications
  • Former Chief Information Officer & Chief Accounting Officer: CN Rail

• Mr. Christopher Mercer
• • Vice President Online and Telesales, Consumer Business Unit: Rogers Communications
  • Former Vice President of Marketing & Strategic Initiatives: MTS Allstream

• Mr. Donald (Don) Wright
• • President & Chief Executive Officer: The Winnington Capital Group Inc.
  • Former Deputy-Chair: TD Bank Financial Group
  • Former Chairman & Chief Executive Officer: TD Securities

For purposes of clarity, the director nominees above are being proposed by the Concerned Shareholder together with 3 of management's nominees (Jaison Dolvane, Michael Hayashi and Aamir Hussain) for a reconstituted Board of 6 directors at the Company's upcoming meeting of shareholders scheduled to be held on June 13, 2017 (the "Meeting").

Based on processed and committed BLUE proxy forms to date, the Concerned Shareholder has received support from shareholders representing ~39% of the Company's issued and outstanding shares. The Concerned Shareholder is encouraged by the significant support it has received thus far.

The Concerned Shareholder has also provided supplemental disclosure on its director nominees in accordance with public broadcast solicitation requirements under applicable securities laws. Such information can be found below under "Additional Information about the Concerned Shareholder Nominees".

PROTECT YOUR INVESTMENT - ACT TODAY. 

If you require additional information or require assistance voting your BLUE form of proxy, contact Kingsdale Advisors

1-877-659-1820
toll-free in North America
contactus@kingsdaleadvisors.com

and they will be able to assist you to ensure your vote is counted at the Meeting.

 *****

PROTECT YOUR INVESTMENT - ACT TODAY. 

IF YOU ARE A REGISTERED HOLDER OF SHARES, PLEASE ENSURE THAT YOU: (i) COMPLETE THE BLUE PROXY; (ii) SIGN AND DATE THE COMPLETED BLUE PROXY; AND (iii) DELIVER YOUR COMPLETED BLUE PROXY AS FOLLOWS:

ATTENTION NON-REGISTERED SHAREHOLDERS

IF YOU ARE A NON-REGISTERED HOLDER OF SHARES, PLEASE ENSURE THAT YOU: (i) CONTACT KINGSDALE OR YOUR INTERMEDIARY; (ii) INSTRUCT YOUR INTERMEDIARY TO STAMP THE BLUE PROXY & ASSIST YOU IN VOTING YOUR SHARES; AND (iii) DELIVER THE COMPLETED BLUE PROXY AS SET FORTH ABOVE.

If you experience any problems or require assistance voting your BLUE form of proxy, contact Kingsdale Advisors,
at 1-877-659-1820 toll-free in North America, or by email at contactus@kingsdaleadvisors.com and they will be able to assist you to ensure your vote is counted at the Meeting.

Additional Information about the Concerned Shareholder Nominees

Vantage is the registered and beneficial holder of 3,500,000 common shares of Espial.

Vantage has nominated Ronan McGrath, Christopher Mercer and Donald Wright as new independent directors to the Board of Espial at the Meeting or any postponement or adjournment thereof to serve as directors of Espial until the next annual meeting of shareholders, respectively, or until their successors are elected or appointed in accordance with applicable law. The table below sets out, in respect of each Concerned Shareholder nominee, his or her name, province or state and country of residence, his or her principal occupation, business or employment within the five preceding years, and the number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by such Concerned Shareholder nominee.

Information relating to the number of Espial common shares beneficially owned, controlled or directed (directly or indirectly) by the Concerned Shareholder nominees, as well as information relating to the present principal occupation, business or employment of each Concerned Shareholder nominee within the five preceding years, not being within the knowledge of Vantage, has been furnished to Vantage by the respective Concerned Shareholder nominees.

Except as set out below, to the knowledge of Vantage, no Concerned Shareholder nominee is, at the date hereof, or has been, within 10 years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company (including Espial) that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was issued while the Concerned Shareholder nominee was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was issued after the Concerned Shareholder 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; (b) a director or executive officer of any company (including Espial) that, while such Concerned Shareholder nominee was acting in that capacity, or within a year of such Concerned Shareholder nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) a bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Concerned Shareholder nominee. 

Mr. Wright was a director of Tuscany International Drilling Inc. ("Tuscany") from December 2008 to February 14, 2015. On February 2, 2014, Tuscany announced that it and one of its U.S. subsidiaries, Tuscany International Holdings  (U.S.A.) Ltd. ("Tuscany USA") commenced proceedings under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware to implement a  restructuring of Tuscany's debt obligations and capital structure through a plan of reorganization under the U.S. Code. Tuscany also announced that it and Tuscany USA intended to commence related proceedings in the Alberta Court of Queen's Bench under the Companies' Creditors Arrangement Act to seek recognition of the Chapter 11 Proceedings and certain related relief.  Tuscany's plan of reorganization under Chapter 11 of the U.S. Code was approved on May 19, 2014.

Mr. Wright was also the Chairman of the board of directors of Jaguar Resources Inc. ("Jaguar") from February 21, 2013 to April 4, 2016.  Jaguar was subject to a cease trade order (CTO) issued by the Alberta Securities Commission on May 6, 2015 and the British Columbia Securities Commission on May 8, 2015, for  failure to file its annual audited financial statements, annual management's discuss and analysis and certification of the annual filings for the year  ended December 31, 2014.  Jaguar issued  securities in contravention of the CTOs. The CTOs were subsequently revoked on March 15, 2016.  

To the knowledge of Vantage, no Concerned Shareholder nominee has been subject to: (a) 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 (b) 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 Concerned Shareholder nominee.

To the knowledge of Vantage, none of the directors or officers of Vantage, or any associates or affiliate of the foregoing, or any of the Concerned Shareholder nominees or their respective associates of affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of the Espial's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect Espial or its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the election of directors.

Information in Support of Public Broadcast Solicitation

Vantage is relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") and section 150(1.2) of the Canada Business Corporations Act to make public broadcast solicitations. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This press release and any solicitation made by Vantage in advance of the Meeting is, or will be, as applicable, made by Vantage, and not by or on behalf of the management of Espial. Vantage has filed a copy of this press release containing the information required in section 9.2(4) of NI 51-102 on Espial's company profile on SEDAR at www.sedar.com. All costs incurred for any solicitation will be borne by Vantage, provided that, subject to applicable law, Vantage may seek reimbursement from Espial of Vantage's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of Espial's board. The anticipated cost of Vantage's solicitation is estimated to be $50,000 plus disbursements and customary fees.

Vantage has retained Kingsdale Advisors ("Kingsdale") as its strategic shareholder and proxy advisor. Kingsdale's responsibilities will principally include soliciting shareholders, providing strategic advice and advising Vantage with respect to the Meeting and proxy protocol.

Any proxies solicited by or on behalf of Vantage, including by Kingsdale, may be solicited by way of public broadcast, including through press releases, speeches or publications and by any other manner permitted under applicable laws. A proxy may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.

The registered address of Espial is located at 200 Elgin Street, Suite 1000, Ottawa, Ontario, K2P 1L5. A copy of this press release may be obtained on the Company's SEDAR profile at www.sedar.com.

Advisors

Vantage has retained Norton Rose Fulbright Canada LLP as its legal advisor and Kingsdale Advisors as its strategic shareholder and proxy advisor.

SOURCE Vantage Asset Management Inc.