Cation Capital Files Proxy Circular and Releases Letter to Crescent Point Energy Shareholders

Cation Capital Inc. (together with its affiliates and associates,
“Cation Capital” or “Cation”), a private investment firm, today
announced that it has filed its proxy circular and letter to
shareholders of Crescent Point Energy Corp (TSX/NYSE: CPG) (“Crescent
Point” or “Company”) to be mailed in connection with the Company’s 2018
Annual General Meeting of Shareholders to be held on May 4, 2018.
Shareholders of record as of March 22, 2018, are entitled to vote at
this meeting.

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https://www.businesswire.com/news/home/20180410006165/en/

At the meeting, Crescent Point shareholders will be asked to vote “FOR”
fixing the number of directors to be elected at the Meeting at ten; “FOR”
the election of the Cation Nominees: Dallas J. Howe, Herbert C. Pinder,
Thomas A. Budd and Sandy L. Edmonstone and “AGAINST” the approval
of an advisory resolution accepting the Company’s approach to executive
compensation.

Sandy L. Edmonstone, President of Cation Capital, said, “In our view,
shareholders of Crescent Point Energy have been abandoned by the current
Board and management. This sentiment is all too clear in the Company’s
decision to attack a shareholder of record and turn a proper nomination
process, one imposed by the Company itself, into some sort of nefarious
fiction. Rather than defend their track record, which is impossible
given the billions of equity value lost over the last five years, the
Company has resorted to insulting some of the most experienced and
respected professionals in Canada. They have debased themselves much as
they have debased the Crescent Point stock.”

Added Edmonstone, “Cation’s nomination of four highly skilled,
experienced and independent director nominees represents an opportunity
for all shareholders to vote for needed change, change that will bring
about rigor, performance and a change in culture at Crescent Point. Our
four nominees are aligned with shareholders, owning over double the
number of shares than nine current non-employee directors combined.
Shares that were bought, not awarded, on the basis that the assets of
Crescent Point present an attractive investment opportunity. With better
leadership and the implementation of a plan to review operations,
capital allocation priorities and bring in accepted practices regarding
governance and compensation, we believe Crescent Point can begin a path
back to value creation. The company says it is making progress, how is a
stock hovering at 15 years lows progress? We urge our fellow
shareholders to vote for all Cation’s nominees on the Blue proxy card.”

Shareholders are urged to read the circular and vote their BLUE proxy or
BLUE VIF by 5:00 p.m. (Calgary time) on Tuesday, May 1, 2018.
Shareholders with questions about voting their shares should call
Cation’s strategic shareholder advisor and proxy solicitor, D.F. King,
at 1-800-835-0437 toll- free in North America, or 1-201-806-7301 outside
of North America (collect calls accepted), or by e-mail at inquiries@dfking.com.

Shareholders are also encouraged to visit www.FixCPG.com
to learn more about how the right people and right plan can create
long-term value for all. A copy of Cation Capital’s information circular
is also available on Crescent Point Energy Corp’s SEDAR profile at www.sedar.com.

The full text of Cation’s letter to Crescent Point investors follows:

Dear Fellow Shareholder,

We believe Crescent Point Energy Corp. (“Crescent Point” or the
“Company”) has tremendous long-term potential and the ability to create
significant value for all shareholders. However, like our fellow
shareholders, we at Cation Capital Inc. (“Cation”) are disappointed and
frustrated by the disastrous performance of Crescent Point and the
precipitous erosion of shareholder value.

Crescent Point’s share price has fallen drastically. The stock, once a
market darling, now lags its peer group in virtually all relevant
metrics and the incumbent members of the Company’s board of directors
(the “Board”) are either unable or unwilling to address the very serious
issue confronting the Company.

If you invested $100 at the beginning of 2015, your investment is now
worth… (See Chart 1)

Note:
(1)				Source: Bloomberg.

The returns are worse if you have been a shareholder since 2013, all
the while management has been exceptionally well-compensated. (See
Chart 2)

Note:
(1)				Market capitalization erosion calculated as market capitalization as at January 2, 2013 reduced by 76%.

We believe Crescent Point’s dismal underperformance cannot be blamed on
external factors, as the Company is prone to do, but rather on flawed
strategy, poor execution, and ultimately failed governance by the Board.
Subsequent to Crescent Point’s surprise $650 million equity offering in
September 2016 at $19.30 per share, the Company’s shares have lost 52%
of their value, while relevant indices and other metrics have shown
growth or substantially smaller losses. The issue is clearly specific to
Crescent Point and it appears that the Board has been unable to
identify, let alone cure, what the exact problems are.

Simply stated, BILLIONS in shareholder
value has been destroyed

We believe the opportunity at Crescent Point is
unique, both in the amount of value that can be unlocked and how readily
it can be achieved. In an effort to unlock that value for
shareholders, Cation has nominated four highly experienced and
independent industry candidates – Dallas J. Howe, Herbert C. Pinder,
Thomas A. Budd and Sandy L. Edmonstone - for election to the ten person
Board at the Company’s upcoming annual general meeting, to be held on
May 4, 2018.

We have attempted to share our views and analyses with the special
committee established by the Board to deal with our proposal, with whom
we would prefer to work collaboratively. Despite our good faith efforts
to address our concerns outside of the public sphere, we continue to
receive no meaningful sign of collaborative engagement or that the
Company intends to address its numerous strategic and governance
challenges, let alone an external signal that the Company’s negative
trajectory has changed. Put simply, Crescent Point believes that its
current strategy is working! When the Company finally begrudgingly
met with us, all that they were prepared to offer is that they would
consider ONE of our nominees for a Board seat.

That will not do. Despite a rotation of six new directors since 2014
(with a seventh nominated this year) the Board has proven completely
ineffective at addressing any of the numerous issues facing Crescent
Point. The addition of one or two new directors will not suffice.
Crescent Point’s high board turnover coupled with its rigid adherence to
a failed strategy confirms what the street has known all along – that
Crescent Point is for all purposes controlled by and for a select group
of individuals. It is noteworthy that it is essentially this same group
– united by business interests outside of their service to Crescent
Point – that comprises the special committee of “independent” directors
that has rebuffed our attempts to effect necessary change at Crescent
Point. Crescent Point needs new leadership at the Board level involving
those with the expertise, vision and courage to stand in the face of the
entrenchment and cronyism that prevail today. A confident, independent
voice is needed.

Our nominees, whose compelling biographies are provided below, are
uniquely suited to this task and in preparation for this campaign have
invested substantial amounts of their own money to ensure alignment with
the all but forgotten shareholders of Crescent Point. As of the date of
the circular accompanying this letter, our nominees hold more than
double the amount of common shares held by all of the incumbent
non-employee directors.

Cation’s Nominees Bring Experience and a
Commitment to Restoring Shareholder Value

Cation’s nominees to the Board are:

• Dallas J. Howe. Mr. Howe is the former Chair of the Board of
  Potash Corporation of Saskatchewan Inc. He also is a former director
  and Chair of the Compensation Committee of Viterra Inc., a Canadian
  agribusiness built on the foundation of Saskatchewan Wheat Pool Inc.
  and Agricore United. Mr. Howe 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 been the
  recipient of many achievements including, in 2009, being made an ICD
  Fellow by the Institute of Corporate Directors. In his role as Chair
  of Potash Corporation, Mr. Howe was instrumental in thwarting the
  hostile bid initiated by BHP Billiton. In his position at Viterra, Mr.
  Howe oversaw the acquisition of Viterra by Glencore International plc.
• Herbert C. Pinder. Mr. Pinder brings to the board significant
  board experience, including corporate governance expertise. Mr. Pinder
  has served on more than 40 public, private, not-for-profit and crown
  boards with a focus on the energy sector. Mr. Pinder currently serves
  as a director of ARC Resources Ltd. where he is the Chair of the
  Policy and Board Governance Committee and is Chair of the board of
  directors of Astra Oil Corp. Mr. Pinder also served as a director of
  Renegade Petroleum Ltd. from April 2013 to March 2014 during which
  time Renegade successfully repelled a leading energy activist fund in
  a proxy contest seeking to replace the entire board.
• Thomas A. Budd. Mr. Budd is the President of Focus Advisory
  Corp. and an independent businessman. Mr. Budd has extensive
  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. Mr. Budd also served as a director of
  Renegade Petroleum Ltd. from April 2013 to March 2014 and was the
  Chair of Renegade and a member of its special committee during a proxy
  contest in which Renegade successfully repelled a leading energy
  activist fund seeking to replace the entire board.
• Sandy L. Edmonstone. Mr. Edmonstone is the President of Cation
  Capital Inc. Mr. Edmonstone was previously Executive Director and
  Deputy Head of Global Oil & Gas within the Macquarie Group, where he
  oversaw global energy platform operations. Mr. Edmonstone has advised
  on a variety of mergers and acquisitions, asset dispositions,
  restructurings and shareholder-value maximization processes. 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 also a graduate of the Institute of Corporate Directors’
  Education Program, holding the ICD.D designation.

In addition to a wealth of experience comprised of high profile board
work, contested corporate transactions and in-depth public markets
governance experience, Cation’s nominees possess:

• Enhanced equity ownership through the direct purchase of Crescent
  Point shares
• Deep knowledge and experience in the energy and commodities business
• Extensive capital markets expertise required to restore market
  confidence and optimize capital deployment
• Demonstrated shareholder value maximization experience

Once elected, Cation’s nominees are committed to working with the other
directors to implement a plan to review leadership, restore value and
change the culture at Crescent Point.

The shareholders of Crescent Point should not and cannot continue to
accept these results, especially from a company with such tremendous
assets and potential. Rather, based on study and analysis, we believe
Crescent Point has multiple opportunities to drive significant
shareholder value by:

• Fixing misaligned incentives

• Rationalizing capital allocations and high grading the portfolio

• Realignment initiatives

• Establishing a business model focused on strong free cash flow, lower debt, increased growth investment and a long-term sustainable dividend

Shareholders need new directors with the experience, alignment and
commitment to guide the Company to a new, sustainable, value-creating
strategy

We ask that you vote the BLUE
PROXY or BLUE VIF in
support of our nominees, who are committed to working with the Board and
management to address the Company’s strategy and governance failures and
help it fulfill its potential for all shareholders.

In order to be used at the Meeting, your BLUE
form of proxy or BLUE VIF must be submitted
in accordance with the instructions provided prior to 5:00 p.m. (Calgary
time) on Tuesday, May 1, 2018.

The Time For Change Is Now

Crescent Point’s Underperformance and
Shareholder Value Destruction

Since January 1, 2015, an investment in Crescent Point has generated a
total return of (-55%), significantly below the total returns of the
sector (-19%, TSX Energy Index) and the overall market (+3%, TSX
Composite). During the same period, an index of the Company’s primarily
produced commodity has risen by 18%.

It is clear that the Company’s underperformance cannot be blamed on the
sector or commodity headwinds.

CPG underperformance and shareholder value destruction (See Chart
3)

Notes:
(1)				Calculations are based on total return as of January 2, 2015.
(2)				Source: Bloomberg.

During this period of shareholder value destruction, the Company has
made repeated changes to its Board, with the board seeing six (with a
seventh nominated this year) new directors cherry-picked by management
over the period beginning in March 2014. Yet, there is no sign that this
has stemmed the decline. If anything, shareholder value destruction has
accelerated. Since 2017, Crescent Point’s share price has declined
50%, versus the sector -17%, the market -1% and WTI +15% and
underperforming by a greater margin than in the prior three years.

Clearly, the current Board has failed shareholders

One key driver of shareholder value destruction has been the Company’s
declining dividend, which has been reduced by 87% over the past four
years. A timely reduction of the dividend that preserved shareholder
value would have been appropriate and prudent (and in line with the
approach adopted by companies in Crescent Point’s peer group). However,
the Company instead elected to delay the dividend reductions relative to
its peers, adopting a “too little, too late” approach that both deprived
the Company of necessary cash on hand and eroded shareholder value.

CPG Historical Dividend (See Chart 4)

Note:
(1)				Source: Company website; press releases.

Crescent Point suffers from a significantly discounted valuation, both
relative to its peers and relative to the valuation premium it once
enjoyed. Relative to its peers, Crescent Point has the lowest financial
valuation metrics despite its assets having the highest exposure to
light oil. In order to compete with its peers, it must generate greater
returns on capital.

CPG discounted valuation relative to peers (See Chart 5)

Notes:
(1)				Entity Value (“EV”) = Market Capitalization (basic shares outstanding x share price) + Net Debt (working capital deficiency (surplus) + long-term debt).
(2)				Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”).
(3)				2018E based on consensus estimates (Source: Capital IQ and Bloomberg). P/Cash flow = share price over cash flow for the noted period.
(4)				Based on 2017 year end statements of reserves data and other oil and gas information. PDP = Proved Developed Producing Reserves, Proved = Proved Reserves and P+P = Proved Plus Probable Reserves.
(5)				Based on 2017 year end financial statements. CF = Cash Flow and 18E based on consensus estimates (Source: Capital IQ and Bloomberg).
(6)				Encana values have been converted from $US using the applicable exchange rate as of April 6, 2018.

Crescent Point’s shareholders cannot continue to endure further value
destruction under the current Board.

A Failure of Strategy and Governance

Despite having a number of years to improve the business, the Company
continues to be plagued with deteriorating performance. Total capital
expenditures for 2017 well exceeded the Company’s original guidance
while actual average annual production increased only slightly and exit
guidance remained flat. All-in general and administrative costs
including capitalized and share-based compensation costs are among the
highest in the Company’s peer group. Proven plus probable finding and
development costs including changes in future development capital have
gone from $7.02/barrel of oil equivalent (“boe”) in 2016 to $21.64/boe
in 2017, and operating costs have increased year over year. The
Company’s key performance indicators are overwhelmingly negative and
continue to deteriorate.

While the current Board may point to the Company’s advertised per share
growth measures, it appears that such calculations ignore the impact of
debt on a per share basis.

The reality is Crescent Point has ignored the impact of its billions of
dollars of debt in calculating its per share growth and, if it were to
account for such debt, per share growth would be negative. The Board’s
focus on growth has come at the cost of operating efficiencies of the
business and material share price erosion.

Impact of debt on a per share basis (See Chart 6)

Notes:
(1)				Compound annual growth rate (“CAGR”) calculated by taking the ending value and dividing its value at the beginning of that period, raise the result to the power of one divided by the period length, and subtract one from the subsequent result.
(2)				Reserves are based on the Company’s statements of reserves data and other oil and gas information and other information for the noted periods. Production figures are based on the Company’s reported production as of the year end for the noted periods. Number of issued and outstanding shares is based on the Company’s reported figures as of December 31 for the noted periods.
(3)				Based on year end Net Debt for the noted periods.
(4)				Debt-adjusted calculation holds debt constant at 1.5x debt/cash flow. Equity is issued if the ratio is above 1.5x and purchased if the ratio falls below 1.5x.

The Board and management’s strategy has been to spend capital to grow
production without regard for shareholder return or debt, which has
ballooned. This is demonstrated by higher debt/cash flow leverage than
would have been historically acceptable to the Board.

Notwithstanding poor corporate performance over recent years, remarkably
executive compensation has spiked, with an increase of 17% in total
compensation for 2017 year over year. This has occurred while
shareholders have suffered a ~48% plunge in the value of their shares
over the same period. To add insult to injury, shareholders have
repeatedly demonstrated their dissatisfaction with matters related to
executive compensation without seeing any results, including in the 2016
proxy cycle where Crescent Point received a “no” vote on its say on pay
resolution with a dismal 31% of votes cast in support of the Company's
approach to executive compensation.

Disconnect between executive compensation and shareholder returns
(See Chart 7)

Notes:
(1)				Figures presented in millions.
(2)				Source: Company information circulars – proxy statements for the noted periods and Bloomberg.

This complete disconnect between executive compensation and shareholder
returns is deeply troubling and further illustrated by the fact that the
Company’s current directors and officers own just 0.6% of the issued and
outstanding shares. In contrast, our nominees own an aggregate of 0.3%
of the issued and outstanding shares, which is more than double the
amount of shares held by all of the incumbent non-employee directors.

Yet it would seem the Company intends to go a step further and actually
reward management for destroying shareholder value. With the Company’s
shares hovering, over the course of the last year, near a 15-year low,
we shareholders would expect a Board and management team whose interests
are aligned with shareholders to be buying shares. Instead, at the
upcoming annual general meeting, the Company is seeking to further
enrich its executive leadership team by adopting a new equity
compensation plan and ratifying grants of nearly 3 million options made
without shareholder approval but with apparent urgency, when the shares
were reaching lows earlier this year. With a correspondingly depressed
exercise price, these options are essentially risk-free money – for
management, at shareholders’ expense – that rewards insiders for having
decimated the share price.

As if that weren’t enough, the Company is also asking shareholders to
approve an increase in the number of shares eligible for issuance under
the Company’s existing restricted share bonus plan. It is outrageous to
so richly reward a leadership team that has presided over the
evisceration of shareholder value that has befallen Crescent Point.

Crescent Point’s current strategy and governance structures, as
overseen by the current Board, are failing the Company and its
shareholders

STRATEGY FOR VALUE CREATION

We believe the opportunity at Crescent Point is unique, both in the
amount of value that can be unlocked and how readily it can be achieved.
Cation believes a new strategy needs to be implemented at Crescent Point
to create shareholder value over the next 18 months, focused on
maximizing shareholder value through both near and long-term initiatives
for which the proposed Board members would seek to build consensus with
the remaining Board members and management.

1. Elect Highly Qualified and Fully Independent New Board Members		Extensive Experience – As a group, our nominees are highly qualified, independent with diverse backgrounds and have experience serving on major boards and/or exposure to the Canadian oil and gas sector Public Markets Governance – As a group, our nominees are experts in corporate governance issues and have served and currently serve on numerous public company board of directors Ownership – Our nominees each own a significant number of shares in Crescent Point and collectively more than double the incumbent non-employee directors, further aligning long term goals with all shareholders Capital Markets – Our nominees collectively have over 100 years of combined capital markets experience across a variety of transactions Strategic Transactions – Our nominees have significant experience on complex corporate transactions, including mergers and acquisitions, proxy contests and the structuring and sale of oil and gas assets
2. Undertake a Fulsome Value Maximization Strategy		The reconstituted Board would undertake a 12 to 18 month fulsome evaluation of the Company’s entire operations, governance and management with a view to identifying near-term opportunities for gain while ensuring the long-term sustainability of the business
3. Realign the Business		Our nominees are intent on realizing immediate value for all stakeholders and eradicating the bureaucratic bloat and inefficiencies currently plaguing Crescent Point. Specific measures that may be pursued include:   Review management performance and realign compensation structure to reflect best in class practices and refocus executive performance Assess corporate structure to determine if current dividend plus growth model is sustainable Thorough examination of costs to find efficiencies and synergies Evaluate debt reduction initiatives Key to the realignment effort will be our focus on identifying opportunities for cost savings and striving to become a low-cost producer will become a priority for all
4. Redeploy the Efficiencies and Synergies into Ensuring the Sustainability of Crescent Point		Once the Company realizes the benefit of enhanced cash flows from its realignment initiatives and reduced cost of capital, it will be able to reward shareholders through any, all or a combination of:   Debt reduction Increased capital spending Long-term, sustainable dividend increases Share buybacks
5. Dividend		Initially maintain the existing dividend and review the dividend policy regularly based on the value maximization and realignment efforts outlined above and the cash flow performance of the Company

The objective of the recommended plan is to strengthen Crescent Point
for the benefit of ALL shareholders:

• Maximize share price
• Ensure the long-term sustainability of the business
• Restore the market’s confidence in Crescent Point
• Re-establish a competitive cost of capital

Crescent Point has Strong Assets and
Opportunities to Unlock Shareholder Value

In making our case for change we are motivated by the once pre-eminent
stature of Crescent Point among its peers. Four years ago, on the
strength of its best-in-class assets and top-quartile operating
netbacks, Crescent Point commanded a premium valuation to its peer group
mean, compared to its significant discount today. Crescent Point has one
of the lowest 2018E EV/EBITDA multiples of all relevant oil producers in
Canada. Clearly the premium valuation multiple has been lost.

Crescent Point has one of the lowest 2018E EV/EBITDA multiples of all
relevant oil producers in Canada (See Chart 8)

Notes:
(1)				2018E based on consensus estimates (Source: Capital IQ and Bloomberg).
(2)				Peer group above is comprised of Western Canadian Sedimentary Basin producers with a minimum of 15,000 boe/d production.

Whether the current Board has been unable, unwilling or unmotivated to
pursue them, we firmly believe that the Company has multiple
opportunities to recover this enormous shareholder value gap. Given the
Company’s failing strategy and governance, this is a very significant
opportunity. According to Crescent Point’s calculations as at March 1,
2018, the Company’s share price is currently trading at only 37.5% of
its calculated net asset value per share of $24.44. Put another way,
approximately $8.4 billion of value is not being reflected in the entity
value of the Company.

Stranded value that needs to be unlocked (See Chart 9)

Notes:
(1)				All reserves values are per the Company press release dated March 1, 2018.
(2)				“Other” implied per the Company press release dated March 1, 2018 and includes: fair value for land and seismic, fair value for the oil and gas hedges based on Sproule’s December 31, 2017 escalated price forecast.
(3)				Net Debt as per the Company press release dated March 1, 2018.
(4)				Share count as per the Company press release dated March 1, 2018 of 549.4 million fully-diluted shares outstanding.
(5)				Current market capitalization as of April 6, 2018.

To regain the Company’s valuation premium and drive shareholder value,
our nominees are committed to working with the rest of the Board and
management to pursue our five point strategy for value creation.

The Time for Change is Now

Crescent Point’s shareholders cannot continue to support a strategy and
management team – or the Board that oversees them – while shareholder
value is destroyed and their investment erodes. Despite numerous
“refreshes” by the Company, the current Board has proven itself unable
to correct the Company’s negative trajectory.

We are confident that with the election of our four independent
nominees, the renewed Board can redirect the Company and work to deliver
near and long-term value creation for the benefit of all shareholders.

As shareholders consider our request to vote in favour of our nominees,
they should ask themselves the simple question:

“Am I happy with the performance of my investment or is it time for a
change?”

Your support is extremely important. Vote only your BLUE PROXY or BLUE
VIF today.

For questions or assistance, please contact Cation’s strategic
shareholder advisor and proxy solicitor, D.F. King, at 1-800-835-0437
toll-free in North America, or 1-201-806-7301 outside of North America
(collect calls accepted), or by e-mail at inquiries@dfking.com.

Sincerely,

(Signed) “Sandy L. Edmonstone”

Sandy L. Edmonstone
President
Cation Capital Inc.

Advisors and Counsel

Stikeman Elliott LLP is acting as Canadian legal counsel to Cation. D.F.
King & Co has been engaged as proxy solicitation agent and Gagnier
Communications has been engaged by Cation as communications consultant.

About Cation Capital Inc.

Cation Capital Inc., together with its affiliates and associates, is a
private investment firm headquartered in Alberta, Canada. Cation invests
in situations where it is able to influence operational, financial and
strategic direction. Cation seeks value in companies that are
experiencing financial or operational challenges, are in out of favour
sectors or are otherwise in need of change to drive significant
long-term value for stakeholders.

View source version on businesswire.com: https://www.businesswire.com/news/home/20180410006165/en/

Source: Business Wire
(April 10, 2018 - 11:12 AM EDT)

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