Exhibit 99.6
SK Energy LLC
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AMERICAN RESOURCES, INC.
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Large Ring Energy, Inc. Shareholders Concerned with Conflicts of
Interest and Potential Violations of Fiduciary Duties Call for all
Shareholders to Withhold Votes on all Directors.
HOUSTON,
TX, December 10, 2020 /PRNewswire/-- American Resources,
Inc., and SK Energy LLC, the investment vehicle of Dr. Simon Kukes,
one of the largest shareholders of Ring Energy, Inc. (NYSE: REI),
announced today that they believe that the slate of Directors that
are listed in the proxy mailed out by the company do not represent
the best interests of all shareholders. As a result of this, they
urge all shareholders to withhold votes on all
Directors.
Frequently,
when other publicly traded companies have put before their
shareholders a slate of Board candidates riddled with potential
conflicts of interest, the shareholders of many of these other
companies have responded by withholding votes for some or all
directors (for example, Disney Company at its 2004 annual meeting,
Comverse Technology at its 2011 annual meeting, HomeStreet, Inc. at
its 2018 annual meeting, and many others). When the voting results
were publicly announced, the large number of withheld votes served
to persuade the incumbent Board to add shareholder representatives
to the Board. These shareholder representatives generally improved
the overall quality of corporate governance and frequently resulted
in higher shareholder returns. A similar analogy to Ring Energy,
albeit much larger, is Occidental Petroleum (NYSE: OXY) whose stock
is up approximately 60% since March 25, 2020 when four board
members were replaced by representatives nominated and approved by
a prominent activist investor in a settlement with
management.
Notably,
on August 10, 2020, Dr. Kukes delivered a letter to the Board of
Ring Energy as a “nominating shareholder” pursuant to
the company’s bylaws requesting the nomination of more than a
dozen highly-qualified, independent individuals as candidates for
the Board of Ring Energy. However, none of the proposed nominees
are included on Ring Energy’s slate of Directors listed in
its current proxy.
In the
other publicly traded companies discussed above, the decision of
shareholders to withhold votes often led to a very clear and
dramatic improvement in the long term performance of the publicly
traded stock. In such cases, shareholders benefitted from the
decision of many shareholders to withhold votes.
Dr.
Kukes believes that there are many potential conflicts of interest
between the Directors listed in the proxy mailed out by the company
and its shareholders. First, Dr. Kukes points out that some of
these Directors worked with the CEO of Ring Energy earlier in their
careers. Board members that have this sort of relationship with a
CEO may be unable to conduct arms-length compensation
negotiations.
Furthermore,
if the CEO of Ring Energy is unable to meet his performance metrics
and needs to be replaced, Directors that have a close relationship
with him may put their personal loyalties and relationships ahead
of their fiduciary duty to do what is best for all
shareholders.
Dr.
Kukes also points out that in late October 2020, the Board of
Directors of Ring Energy appears to have priced an offering of Ring
Energy shares. Individuals who purchased shares in this offering
may have been misled by the Board of Directors of Ring Energy that
the company intended to close the sale of its Delaware Basin
assets.
It
appears that shortly after the sale of Ring Energy shares in the
offering was completed, Ring Energy announced in a press release
dated October 30, 2020 that the sale of the Delaware Basin assets
was not going to happen. To the best of Dr. Kukes' knowledge, no
one has yet provided written proof that the Board of Directors of
Ring Energy intentionally misled the buyers of these shares.
But questions remain.
It is
possible that the fact pattern of shares being sold to new
shareholders, followed immediately thereafter by a material
negative surprise being announced by the company, could provide the
basis for a class action lawsuit against the Directors of Ring
Energy on behalf of the buyers of those shares. Dr. Kukes does not
endorse such a class action lawsuit, but the possibility of such a
class action lawsuit may taint the ability of the Ring Energy Board
to effectively do its job and serve shareholders.
575 N. Dairy Ashford ● Suite 210 ● Houston, Texas
77079
SK Energy LLC
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AMERICAN RESOURCES, INC.
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Furthermore,
even if the buyers of the newly issued Ring Energy shares fail to
take action against the Board of Directors of Ring
Energy, those shareholders who owned shares prior to the
offering may themselves have a serious complaint against the Board
of Directors due to its decision to issue new shares that seriously
diluted the interests of the existing shareholders.
SK
Energy and American Resources call upon each individual shareholder
and institutional shareholder of Ring Energy to examine the actions
of the Board of Directors with regard to the appointment and
compensation of its new CEO, and the sale of Ring Energy shares in
October 2020, and to also examine all of the other potential
distractions that the Board may face and examine potential serious
conflicts of interest that the Board may have.
SK
Energy and American Resources also call upon the proxy advisory
firms to examine the actions of the Ring Energy Board of
Directors. Do such actions suggest a possible violation of
fiduciary duty? Do they suggest a potential violation of their
duties of care and loyalty? Again, there may be no written
proof of violations, but Dr. Kukes is confident that a very
detailed reading of the proxy statement and recent facts may lead
neutral unbiased observers to conclude that there is ample reason
to withhold votes.
SK
Energy and American Resources are confident that, after a careful
examination of the actions of the Ring Energy Board of Directors,
others will conclude that a withhold vote on all directors is
warranted.
About SK Energy LLC and Dr. Simon Kukes
SK
Energy LLC is an investment company owned by Dr. Simon Kukes,
a globally-renowned oil and gas industry executive. Dr. Kukes has
held various positions over the years, including as President and
CEO of Tyumen Oil Company (TNK) where he was involved in the ~$20
billion merger of TNK and British Petroleum to form TNK-BP in 2003,
and as CEO of Hess Corporation’s (NYSE: HES) Samara-Nafta
subsidiary, where he was instrumental in the subsidiary’s
$2.05 billion sale to Lukoil in 2013. He is also currently the
largest shareholder, CEO and director of PEDEVCO Corp. (NYSE MKT:
PED), an NYSE-listed oil and gas company active in the Permian and
D-J Basins.
About American Resources, Inc.
American
Resources, Inc. (“ARI”) is a Houston, Texas based oil
and gas investment, development and operating company focused on
acquisition of underexploited, distressed and/or undervalued oil
and gas assets and companies where ARI believes its involvement can
add value. ARI strives to maximize value through active management
of assets and/or board level participation in its corporate
investments.
About Ring Energy, Inc.
Founded
in 2012, Ring Energy is a Midland, Texas-based oil and gas
exploration, development and production company with current
operations in the Permian Basin of West Texas and is
recognized as the top producing oil basin in North
America.
SOURCE:
SK Energy LLC and American Resources, Inc.
575 N. Dairy Ashford ● Suite 210 ● Houston, Texas
77079