Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory.
Change
in Chief Financial Officer
On
October 31, 2018, Tariq Chaudhary, who had served as the Chief Financial Officer of the Company since January 16, 2018, tendered
his resignation as Chief Financial Officer, effective immediately. The resignation was not due to a disagreement with the Company
or in connection with any matter relating to the Company’s operations, policies or practices.
Effective
on October 31, 2018, Horacio Alfredo Fernandez was appointed as the interim Chief Financial Officer of the Company to fill the
vacancy left by Mr. Chaudhary’s resignation. Mr. Fernandez is not a party to any material plan, contract or arrangement
(whether or not written) with the Company and there are no arrangements or understandings between Mr. Fernandez and any other
person pursuant to which he was selected to serve as an officer of the Company, nor is he a participant in any related party transaction
required to be reported pursuant to Item 404(a) of Regulation S-K.
Mr.
Fernandez’s biographical information is provided below:
Horacio
Alfredo Fernandez, age 64:
Mr.
Fernandez has over 35 years of experience working in the accounting and financial field, working with private, and public U.S.
companies, and multi-jurisdictional public companies. Mr. Fernandez has served as the controller of the Company since 2015. Prior
to joining the Company, Mr. Fernandez served as Controller of Rhino Offshore LLC –an offshore oil and gas service company
- based in Houston, Texas, from January 2010 to April 2015. Mr. Fernandez served as Controller of Pyramid GOM Inc., an offshore
deepwater operator, from March 2007 to February 2010. Mr. Fernandez served as a Senior Auditor/Accountant with Becker Tax Service
& Financial Management from April 2004 to October 2006.
As
part of Mr. Fernandez’s international experience, he served as Forensic Auditor in the federal courts of Argentina from
1998 to 2002. Mr. Fernandez served as CFO of Tecsalco SA, a subsidiary of the Luksic Group, from 1995 to 1997.
Mr.
Fernandez has a Bachelor’s degree in accounting and a post graduate diploma in Strategic Planning from University of Buenos
Aires, Argentina and holds a Certified Public Accountant degree from the same University. Mr. Fernandez has been a member of the
Professional Advice of Economic Sciences –Consejo Profesional de Ciencias Economicas- of Buenos Aires since 1984.
Change
in Member of the Board of Directors
On
October 17, 2018, Quinten Beasley, a member of the Board of Directors of the Company tendered his resignation to the Board, effective
October 31, 2018. The resignation was not in connection with a disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
Effective
on October 31, 2018, the Board of Directors of the Company appointed Richard Dole to the Board of Directors to fill the vacancy
created by Mr. Beasley’s resignation.
The
Board of Directors determined that Mr. Dole was “independent”.
Mr.
Dole is not a party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements
or understandings between Mr. Dole and any other person pursuant to which he was selected to serve as a director of the Company,
nor is he a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
There
are no family relationships between any director or executive officer of the Company, including, but not limited to Mr. Dole.
Mr.
Dole’s biographical information is provided below:
Richard
Dole, age 73:
Mr.
Dole has served as Chief Executive Officer of RDD Consulting, LLC since April 2015, which entity advises energy related companies
on strategic and financial options. He served as President and CEO (beginning in 2008) and as a director of the Double Eagle Petroleum
Co. (Double Eagle) from 2005 to March 2014. He resigned from Double Eagle in March 2014 when the company changed its name and
relocated its headquarters but remained as Vice-Chairman of the board of directors until March 2015, to assist in the transition
and new business activities.
Mr.
Dole also served as Chairman, President and CEO of Petrosearch Energy Corporation from 2004 until August 2014, when Petrosearch
was merged with Double Eagle.
He
served on the Board of Directors; served as a member of the Board’s Audit Committee and as a designated financial expert
of Westport Resources Corporation from March 2000, until Westport was merged into Kerr McGee Corp in 2004.
Mr.
Dole previously served as Vice President and Chief Financial Officer for Burlington Resources International from 1998-2000.
Mr.
Dole was employed by PricewaterhouseCoopers (formerly Coopers & Lybrand) where he served as Assurance and Business Advisory
Partner for nearly 20 years. During that period, he served in numerous senior management roles, including National Chairman for
the Energy and Natural Resources Industry practices for over 15 years, Vice Chairman for the U.S. Process Management business
unit and created
the Southwest region Corporate Finance and Strategic Planning Group. He was also the National Partner-in-Charge of Business Process
Solutions at KPMG from 1995-1998. These positions reported to executive management committees.
Mr.
Dole has been in the energy and finance businesses for nearly 40 years. He has worked in most sectors of the energy industry including
exploration, production, transportation and marketing, both domestically and internationally. He also has broad functional knowledge
in strategy, business processes, and finance, - with significant experience in leading business units, working with capital markets,
evaluating alternative financings, risk management programs, economic analysis, acquisitions and divestitures and corporate mergers.
His projects have entailed billions of dollars.
He
has written and spoken on hundreds of energy and finance topics during his career. He graduated from Colorado State University
with a degree in business and was a business school commencement speaker as Alumni of the Year.