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July 8, 2008
Dear Shareholders,
As I begin these letters, I
always comment that they might include some forward looking
statements.
Generally, letters a Chairman
writes to the shareholders are designed to promote the optimistic side of the
company. Rest assured that we, as a Management Team, are working
diligently to evaluate and put together those prospects that will enable the
company to grow.
The Coal Gas efforts in China,
the efforts in Guatemala and areas within the United States are among those
areas were evaluating. It is our feeling that even with our fragile
financial condition, we have not lost sight nor lost the opportunity to build a
successful organization.
At this point, I would like to
comment on our current situation.
On July 4, 2008 TrueStar
Petroleum Corporation was issued a cease trade order. In summary, it was
issued as we have yet to finalize and file certain financial
information
nothing more. The obvious question is "why not?"
To go into every reason would take some time and individually, each seems
pretty innocuous. However, aggregated they are analogous to a death
by a thousand paper cuts.
If theres one common
thread, however, its the involuntary Bankruptcy actions filed in August
2007. It took four-months to have the action filed against the TrueStar
Petroleum dismissed. During this time, attempts to raise working capital
were hampered by the cloud of impending bankruptcy. By the time the
involuntary petition was dismissed, it made more economic sense for people to
acquire our stock at the market price than at the minimum price allowable for a
private placement of $0.05/share.
There were two Bankruptcy actions
filed against the subsidiary, TrueStar Barnett, LLC. We had filed a
voluntary petition in Denver and an involuntary petition was filed in
Dallas. After a six-week venue "discussion" we agreed that the case would
be heard in Dallas. The result? What initially was thought to be a
filing to allow TrueStar to "catch its breath" and refocus was two-months
behind from the start.
In retrospect, the move to the
Dallas Court was the correct decision, although not for the reasons everyone
thought. In Dallas, we were assigned a Judge who allowed us to conduct
the sale in a manner as close to a typical oilfield sale as possible, while
still staying within the guidelines of the Court. Her seemingly small
move allowed us to realize enough proceeds to pay 100% of the secured creditors
and still have a volume of money to pay the unsecured creditors. The
actual amount the unsecured creditors receive will depend on how much money the
Estate must spend to have the "bogus" claims dismissed.
When will we resume trading? At
this point, I cant give an exact date, but rest assured that it will be
quickly as possible as we work to satisfy the requirements outlined by the
British Columbia Securities Commission (BCSC).
How am I looking at this?
It is, without a doubt, a major inconvenience. However, if you look back
at what we, as a company, have survived during the past year and a half,
weve bounced back from some fairly serious issues:
In the late spring of 2007, our
bank ceased funding all activities. Not only were there no funds
available for capital projects, but there was no overhead money coming our
way. They swept all of the revenue from the properties, by agreement, so
we had virtually no say in the action.
Mid July, Westar Oil Company
allegedly purchased approximately 20% of our stock. The distractions this
caused our stakeholders were tremendous. We refused to cave to demands to
have the Board resign and turn over control of the company to Westar
management. An impromptu telephone conference call was held, at
Westars initiation, that voted me (and the Board at that time) off
of the island. Again, we refused to acquiesce to Westars
pressure knowing that they had done this before with serious litigious results.
It was during this time that we
were forced to suspend a Corporate Officer and as the bank had quit funding our
development program we were unable to meet, among other items, the production
requirements established in the December 2006 agreement. We therefore
went into a covenant default on our loan.
In mid August, we were issued a
foreclosure notice on our Barnett Shale properties. After considerable
work, the Board elected to seek protection under the Chapter 11 laws in the
United States. It was unfortunate that a company elected to file an
involuntary petition at the same time.
While this was happening, our
Board of Directors (excluding me) resigned. Although coincidental to the
Bankruptcy filing, each of these gentlemen had been giving up so much of their
time to TrueStar that their own businesses were suffering.
In September, we asked for a
10-day halt to our trading. Although many figured that this, plus the
Bankruptcy was a kiss of death, we came back
again something we plan to do
here.
Now discussing the positives,
know that the best place to look at a summary of our projects is via our
website. We will announce, via an operational update, news on each as it
becomes available.
The following discussion shows
some intangible positives that support the projects listed in our
website.
I was recently asked why I
didnt take some of our potential to a new company that doesnt have
the baggage TrueStar appears to have. As I looked at the "baggage" and
weighed it against the impending success that the company might achieve, I was
amazed at how far the upside outweighs the issues from a potential growth
standpoint. (Although some of the "issues" at this point appear pretty
formidable).
Some of the people that make up
the TrueStar family are amazing. Cindy Newton, in our Vancouver office,
has the strongest command of Canadian regulatory issues of anyone Ive
worked with. I can only imagine how much easier my life would have been
at Ultra Petroleum (during the ugly days) had I had a resource like her.
Her legacy knowledge of the company has created the stable base that we are
able to build from.
Brett Cunningham has raised the
bar for our Business Development activities. Many years ago, Brett was a
two sport letterman (football and baseball) in college. He has brought a
competitive attitude to the company that fits extremely well with the
philosophy wed begun in January 2007. He went through college,
however, on one of the most prestigious academic scholarships available.
His former work with a division of the Chinese National Petroleum
Corporation has allowed relationships to be forged that are aiding us in our
new CBM effort in that country.
Our primary outsourcing
partners, Ms. Pretty in Vancouver and Mr. Newbury, in Denver, compliment our
efforts in our accounting. They each have keen knowledge of how the U.S.
and Canadian accounting systems can be integrated which is essential to
Management having the tools to make informed decisions.
A step away, our attorneys,
auditors and accountants, Lang Michener, BDO Dunwoody, and Quinn and Associates
work in concert to make sure we are doing the correct things as we grow.
Note that I would be remiss if I
didnt mention the BCSC and TSX Venture Exchange. Seemingly unlikely
partners, know that these two groups were there every step of the way as we
went through the "Westar Saga" last summer. When they say they are there
to support small companies and protect the shareholders, it is in fact true.
I have since learned those are not empty statements.
In reviewing the potential
outlined on our website, and the people engaged to perform, it is easy to see
why dealing with the "baggage" will, in a short period of time, seem somewhat
insignificant as TrueStar works to emerge from our current situation.
I again want to thank you for
your support as we work to build shareholder value in TrueStar Petroleum
Corporation.
Regards,
Dick Shuster Chairman &
CEO
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