UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☒ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
TRECORA RESOURCES
|
(Name of Registrant as Specified in Its Charter)
|
|
PANGAEA VENTURES, L.P.
TEMNEIN VENTURES III, L.P.
PANTHALASSA VENTURES, L.P.
ORTELIUS ADVISORS, L.P.
PETER DESORCY
SHAWN ABRAMS
DAVID JOHNSON
MICHAEL LEFENFELD
|
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
|
Payment of Filing Fee (Check the appropriate box):
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| ☐ | Fee paid previously with preliminary materials: |
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
PRELIMINARY COPY
SUBJECT TO COMPLETION
DATED APRIL 12, 2022
PANGAEA VENTURES, L.P.
__________________, 2022
Dear Fellow Trecora Stockholders:
Ortelius
Advisors, L.P., together with its affiliate Pangaea Ventures, L.P. and the other participants in this solicitation (collectively, “Ortelius”
or “we”), is the largest stockholder of Trecora Resources, a Delaware corporation (“Trecora” or the “Company”),
beneficially owning in the aggregate 2,674,683 shares of common stock, par value $0.10 per share (the “Common Stock”), of
the Company, constituting approximately 11.3% of the shares of Common Stock outstanding.
We have made a substantial
investment in the Company based on our belief that Trecora has significant upside potential based on its high-quality assets, favorable
industry dynamics, and considerable free cash flow generation capability. However, the Company’s stock price has chronically underperformed
its peers, relevant indices and the market, in our view mainly as a result of operational missteps, poor capital allocation decisions
and missed strategic opportunities. The good news is that all of these issues are self-inflicted and can be corrected.
We have actively tried to engage with the Company’s Board of Directors (the “Board”) and management to present our ideas
on realizing the Company’s upside. As attempts to reach constructive outcomes that would strengthen Trecora for the benefit of all
stockholders have been rebuffed by the Board, we have become convinced that fresh perspectives are needed on the Board to address operational
and financial issues that have plagued performance at Trecora and restore the confidence of investors. For that reason, we are seeking
your support for the election of three candidates nominated by Ortelius as directors at the Company’s upcoming 2022 annual meeting
of stockholders (the “Annual Meeting”). We believe our three highly qualified candidates will be able to assess the options
and opportunities available to the Company with a fresh perspective, and without the biases that exist on the current Board, and will
work hard to bring about positive change at Trecora.
We urge you to carefully
consider the information contained in the accompanying Proxy Statement and support our efforts by signing, dating and returning the enclosed
WHITE proxy card today. The accompanying Proxy Statement and the enclosed WHITE proxy card are first being mailed to stockholders
on or about ______, 2022.
If you have already voted
for the Company’s nominees, you have every right to change your vote by signing, dating and returning a later dated WHITE
proxy card or by voting in person at the 2022 Annual Meeting.
If you have any questions
or require any assistance with your vote, please contact Okapi Partners LLC which is assisting us, at its address and toll-free numbers
listed below.
Thank you for your support,
/s/ Peter DeSorcy
Peter DeSorcy
Managing Member
Ortelius Advisors, L.P.
If you have any questions, require assistance in
voting your WHITE proxy card, or need additional copies of our proxy materials, please contact Okapi Partners at the phone numbers
or email address listed below.
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
Stockholders may call toll-free: (877) 629-6356
Banks and brokers call: (212) 297-0720
E-mail: info@okapipartners.com
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED APRIL 12, 2022
2022 ANNUAL MEETING OF STOCKHOLDERS
OF
TRECORA RESOURCES
_________________________
PROXY STATEMENT
OF
PANGAEA VENTURES, L.P.
_________________________
PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY
Ortelius
Advisors, L.P., together with its affiliate Pangaea Ventures, L.P. and the other participants in this solicitation (collectively, “Ortelius”
or “we”), is the largest stockholder of Trecora Resources, a Delaware corporation (“Trecora” or the “Company”),
beneficially owning in the aggregate 2,674,683 shares of common stock, par value $0.10 per share (the “Common Stock”), of
the Company, constituting approximately 11.3% of the shares of Common Stock outstanding.
We have made a substantial
investment in the Company based on our belief that Trecora has significant upside potential based on its high-quality assets, favorable
industry dynamics, and considerable free cash flow generation capability. However, we believe that substantial change to the Company’s
Board of Directors (the “Board”) is necessary for stockholders to realize the value of their investment. We are seeking to
elect a slate of three highly qualified candidates who will be able to assess the options and opportunities available to the Company with
a fresh perspective, and without the biases that exist on the current Board, and will work hard to bring about positive change at Trecora.
Accordingly, we are seeking your support at the Company’s 2022 annual meeting of stockholders scheduled to be held at ___________,
on _________, 2022, beginning at __________ _.m. _______ time (including any adjournments, postponements or continuations thereof and
any meeting which may be called in lieu thereof, the “Annual Meeting”) for the following purposes:
| 1. | To elect our three director nominees, Shawn Abrams, David Johnson and Michael Lefenfeld (each a “Nominee”
and, collectively, the “Nominees”), to serve until the next Annual Meeting of Stockholders; |
| 2. | To consider and ratify the appointment of BKM Sowan Horan, LLP (“BKM”) as the Company’s
independent registered public accounting firm for the 2022 fiscal year; |
| 3. | To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers;
and |
| 4. | To transact such other business as may properly come before the meeting or any adjournments thereof. |
This Proxy Statement
and the enclosed WHITE proxy card are first being furnished to stockholders on or about ______, 2022.
We believe the terms of
all seven directors currently serving on the Board expire at the Annual Meeting. Through this Proxy Statement, we are soliciting proxies
to elect not only our three Nominees, but also the candidates who have been nominated by the Company other than ________, ________ and
________. This gives shareholders who wish to vote for our Nominees the ability to vote for a full slate of seven nominees in total.
The names, backgrounds and qualifications of the Company’s nominees, and other information about them, can be found in the Company’s
proxy statement. Your vote to elect our Nominees will have the legal effect of replacing three incumbent directors with our Nominees.
If elected, our Nominees will constitute a minority on the Board and there can be no guarantee that our Nominees will be able to implement
the actions that they believe are necessary to unlock shareholder value. However, we believe the election of our Nominees is necessary
to address operational and financial issues that have plagued performance at Trecora and restore the confidence of investors.
As of the date of this
Proxy Statement, Pangaea Ventures, L.P., a Delaware limited partnership (“Pangaea Ventures”), Ortelius Advisors, L.P., a Delaware
limited partnership (“OA”), Temnein Ventures III, L.P., a Delaware limited partnership (“Temnein”), Panthalassa
Ventures, L.P., a Delaware limited partnership (“Panthalassa”), Peter DeSorcy and the Nominees (each, a “Participant”
and, collectively, the “Participants”) collectively beneficially own 2,674,683 shares of Common Stock (the “Ortelius
Shares”). We intend to vote such shares FOR the election of the Nominees, FOR the ratification of the appointment
of BKM Sowan Horan, LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year and [FOR/AGAINST]
the advisory vote, of the compensation of the Company’s named executive officers.
According to the Company’s
proxy statement, the Company has set the close of business on _______, 2022 as the record date for determining stockholders entitled to
notice of and to vote at the Annual Meeting (the “Record Date”). The mailing address of the principal executive offices of
the Company is 1650 Highway 6 South, Suite 190, Sugar Land, Texas 77478. Stockholders of record at the close of business on the Record
Date will be entitled to vote at the Annual Meeting. According to the Company’s proxy statement, as of the Record Date, there were
_______ shares of Common Stock outstanding and entitled to vote at the Annual Meeting.
While we currently intend
to vote all of the Ortelius Shares in favor of the election of the Nominees, we reserve the right to vote some or all of the Ortelius
Shares for some or all of the Company’s director nominees, as we see fit, in order to achieve a Board composition that we believe
is in the best interest of all stockholders. We would only intend to vote some or all of the Ortelius Shares for some or all of the Company’s
director nominees in the event it were to become apparent to us, based on the projected voting results at such time, that less than all
of the Nominees would be elected at the Annual Meeting and that by voting the Ortelius Shares we could help elect Trecora nominees that
we believe are the most qualified to serve as directors and thus help achieve a Board composition that we believe is in the best interest
of all stockholders. Stockholders should understand, however, that all shares of Common Stock represented by the enclosed WHITE
proxy card will be voted at the Annual Meeting as marked by the stockholder.
THIS SOLICITATION IS BEING
MADE BY ORTELIUS AND NOT ON BEHALF OF THE BOARD OR MANAGEMENT OF THE COMPANY. WE ARE NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE
THE ANNUAL MEETING OTHER THAN AS SET FORTH IN THIS PROXY STATEMENT. SHOULD OTHER MATTERS, WHICH WE ARE NOT AWARE OF A REASONABLE TIME
BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED WHITE PROXY CARD WILL
VOTE ON SUCH MATTERS IN THEIR DISCRETION.
WE URGE YOU TO SIGN, DATE
AND RETURN THE ENCLOSED WHITE PROXY CARD IN FAVOR OF THE ELECTION OF THE NOMINEES.
IF YOU HAVE ALREADY SENT
A PROXY CARD FURNISHED BY THE COMPANY , YOU MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT
BY SIGNING, DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY
BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL
MEETING OR BY VOTING AT THE ANNUAL MEETING.
Important Notice Regarding the Availability
of Proxy Materials for the Annual Meeting—This Proxy Statement and our WHITE proxy card are available at
_______________.com
IMPORTANT
Your vote is important,
no matter how few shares of Common Stock you own. We urge you to sign, date, and return the enclosed WHITE proxy card today to vote FOR
the election of the Nominees and in accordance with our recommendations on the other proposal(s) on the agenda for the Annual Meeting.
| · | If your shares of Common Stock are registered in your own name, please sign and date the enclosed WHITE
proxy card and return it to us, c/o Okapi Partners, in the enclosed postage-paid envelope today. |
| · | If your shares of Common Stock are held in a brokerage account or bank, you are considered the beneficial
owner of the shares of Common Stock, and these proxy materials, together with a WHITE voting form, are being forwarded to you by
your broker or bank. As a beneficial owner, if you wish to vote, you must instruct your broker, trustee or other representative how to
vote. Your broker cannot vote your shares of Common Stock on your behalf without your instructions. As a beneficial owner, you may vote
the shares at the Annual Meeting only if you obtain a legal proxy from the broker or bank giving you the rights to vote the shares. |
| · | Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the
Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating
and returning the enclosed voting form. |
Since only your latest
dated proxy card will count, we urge you not to return any proxy card you receive from the Company. Even if you return the Company proxy
card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card you may have previously
sent to us. Remember, you can vote for the Nominees only on our WHITE proxy card. So please make certain that the latest dated
proxy card you return is the WHITE proxy card.
If you have any questions,
require assistance in voting your WHITE proxy card, or need additional copies of our proxy materials, please contact Okapi Partners
at the phone numbers or email address listed below.
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
Stockholders may call toll-free: (877) 629-6356
Banks and brokers call: (212) 297-0720
E-mail: info@okapipartners.com
BACKGROUND TO THE SOLICITATION
The following is a chronology
of material events leading up to this proxy solicitation:
| · | In July 2020, Ortelius began building its stockholder position in TREC based on its evaluation of the
Company’s publicly available information and its belief that the stock was undervalued. |
| · | On March 18, 2021, Ortelius filed an initial Schedule 13D, disclosing its ownership of 7.4% of the outstanding
Common Stock. |
| · | On May 4, 2021, Ortelius filed Amendment No. 1 to the Schedule 13D, disclosing its ownership of 8.3% of
the outstanding Common Stock. |
| · | On May 7, 2021, Ortelius filed Amendment No. 2 to the Schedule 13D, disclosing its ownership of 9.4% of
the outstanding Common Stock. |
| · | On June 11, 2021, Ortelius filed Amendment No. 3 to the Schedule 13D, disclosing its ownership of 10.1%
of the outstanding Common Stock. |
| · | On June 22, 2021, Peter DeSorcy, Managing Member of Ortelius Advisors, L.P., and Shawn Abrams, met with
Patrick D. Quarles, the Company’s President, Chief Executive Officer and director, and S. Sami Ahmad, the Company’s Chief
Financial Officer and Treasurer. Mr. DeSorcy discussed with Messrs. Quarles and Ahmad his views on the Company and its persistent stock
price underperformance, and requested that the Company add three new and experienced directors to the Board, Mr. DeSorcy, Mr. Abrams and
Michael Lefenfeld, so they would be able to work with the other directors to explore opportunities to build and unlock value for stockholders. |
| · | On September 17, 2021, Mr. DeSorcy had a call with Mr. Quarles. On the call, Mr. DeSorcy highlighted the
Board’s poor track record overseeing the Company and the need for accountability on the Board. Mr. DeSorcy discussed with Mr. Quarles
ways in which Ortelius would be able to assist the Board and management, and reiterated his request that new directors be added to the
Board. |
| · | On
October 5, 2021, Mr. DeSorcy met with Mr. Quarles and Karen Twitchell, Chair of the Board.
At the meeting, Mr. DeSorcy expressed an interest in having Ortelius acquire the Company,
which would provide an alternative pathway for the Company to create immediate value for
the Company’s stockholders and enable the Company to address its business issues without
the pressure of the public markets. At the meeting and on a subsequent call, Mr. DeSorcy
offered to put Ortelius’s financial advisors in touch with the Company’s financial
advisors so they could explore the benefits of a potential transaction, and requested that
the Company consider entering into an exclusivity agreement with Ortelius. Also on that date,
Mr. DeSorcy, Mr. Abrams and Mr. Lefenfeld were interviewed by members of the Nominating and
Governance Committee of the Board. |
| · | On October 30, 2021, Mr. DeSorcy and a financial advisor to Ortelius had a call with Mr. Quarles and Mr.
Ahmad. On the call, Mr. Quarles informed Mr. DeSorcy that the Board determined not to engage with Ortelius regarding a potential acquisition
of the Company, but that the Board would consider exploring strategic alternatives. The Company offered to appoint Mr. Abrams as a director,
which Mr. DeSorcy stated would not be sufficient to address the issues at the Company. The Company’s legal advisors also sent to
Ortelius’s legal advisors a draft agreement providing for Mr. Abrams’s appointment to the Board, which included a requirement
that Ortelius vote its shares in accordance with the Board’s recommendations indefinitely so long as Mr. Abrams continued to be
nominated for election as a director of the Company. |
| · | On November 2, 2021, Ortelius filed Amendment No. 4 to the Schedule 13D, disclosing its ownership of 11.0%
of the outstanding Common Stock. |
| · | During
November 2021, Mr. DeSorcy had a number of calls with representatives of the Company discussing
various pathways for the Company to unlock value for stockholders, including changing the
composition of the Board to add needed skills and show accountability to stockholders, and
exploring a potential sale of the Company through an auction process or negotiating a transaction
with Ortelius on an exclusive basis. Mr. DeSorcy recommended that the Company fully explore
any and all options to create value for stockholders. |
| · | On December 2, 2021, Mr. DeSorcy spoke with financial advisors to the Company regarding the potential
commencement of a strategic alternatives process. Mr. DeSorcy confirmed Ortelius’s interest in participating in a process. Ortelius
subsequently received a draft confidentiality agreement including a two-year standstill provision. |
| · | On
January 10, 2022, Mr. DeSorcy had a call with Mr. Quarles. On the call, Mr. DeSorcy informed
Mr. Quarles that he did not have confidence in the ability or the willingness of the incumbent
Board to fully explore any and all options to create value for stockholders, including running
a genuine sale process. As a result, Ortelius would not agree to a two-year standstill and
would not participate in a strategic alternatives process, but would look to continue its
engagement with the Company to enhance the Board and explore pathways to unlock value for
all stockholders. |
| · | On February 7, 2022, Pangaea Ventures delivered a nomination notice to the Company, nominating six candidates
for election to the Board (the “Nomination Notice”) and issued a public letter to stockholders calling for meaningful changes
to the Board to address the Company’s chronic undervaluation and disappointing performance. Late that day, Ortelius filed Amendment
No. 5 to the Schedule 13D, disclosing its ownership of 11.3% of the outstanding Common Stock and the delivery of the Nomination Notice
to the Company and issuance of the public letter. |
| · | During February and early March 2022, Ortelius and its legal advisors initiated a number of calls with
the Company and its legal advisors to seek a private resolution to the nomination. |
| · | On February 25, 2022, Ortelius’s legal advisors conveyed the terms of a proposed resolution to the
Company’s legal advisors, including the appointment of three new directors to the Board, Ortelius agreeing to customary standstill
restrictions and the Company permitting Ortelius to increase its beneficial ownership of the Common Stock to up to a maximum 24.9% (as
opposed to the statutory threshold of 15%) without triggering supermajority stockholder approval requirements for potential transactions
with the Company for a three-year period under Section 203 of the Delaware General Corporation Law (the “DGCL”). In a number
of subsequent communications, the Company and its legal advisors repeatedly refused to offer constructive responses to Ortelius’s
proposals and did not make any counter-proposals. |
| · | On
March 6, 2022, Mr. DeSorcy had a call with Mr. Quarles. On the call, Mr. DeSorcy spoke to
the proposals conveyed to the Company’s legal advisors and clarified that Ortelius
was no longer interested in pursuing an acquisition of the Company, and believed that the
pathway to unlocking value for stockholders would need to start with meaningful change on
the Board. Mr. DeSorcy also expressed Ortelius’s strong belief in the long-term value
of the Company’s assets and that the Company had available to it various options to
realize that value other than a sale of the Company. Mr. DeSorcy also stated Ortelius’s
intention to remain a significant stockholder in the long-term, and its potential interest
in increasing its minority investment position in the Company. |
| · | On March 9, 2022, Mr. DeSorcy had a call with Mr. Quarles. On the call, Mr. DeSorcy offered to have the
Company interview Ortelius’s candidates David Johnson and Ted Pettijohn. The Company referred those candidates to a search firm
hired by the Company, which proposed to interview the candidates in late-April 2022. |
| · | On March 11, 2022, Mr. DeSorcy and Mr. Abrams had a call with Mr. Quarles and directors Adam Peakes and
Ms. Twitchell. On the call, Mr. DeSorcy spoke to the proposals conveyed to the Company’s legal advisors and to the backgrounds of
certain of Ortelius’s candidates. Based on the Company’s refusal to provide counter-proposals or further constructive input
on a potential resolution of the nomination over the course of the past month of Ortelius’s attempts to engage privately with the
Company, Ortelius became convinced that the Company did not intend to genuinely engage with Ortelius, and appeared to be working with
advisors to “self-cure” the issues on the Board and/or pursue a face-saving transaction that Ortelius was concerned would
harm stockholders given the Company’s depressed valuation and lack of negotiating leverage. |
| · | On March 17, 2022, Pangaea Ventures delivered to the Company a demand to inspect certain books, records
and documents of the Company (the “Books and Records Demand”) pursuant to Section 220 of the DGCL, to enable Pangaea Ventures
and certain of its affiliates and other parties to communicate with the Company’s stockholders relating to their mutual interests
as stockholders in the Company. |
| · | On March 22, 2022, Ortelius issued a public letter to the Company’s stockholders where it reaffirmed
the need to elect directors that are committed to improving the Company’s performance and exploring a full range of alternatives
to unlock stockholder value. |
| · | On March 23, 2022, the Company issued a press release commenting on Ortelius’s open letter to stockholders
that was released on March 22, 2022. |
| · | On March 24, 2022, the Company responded to the Books and Records Demand through its counsel, refusing
to make the requested materials available to Pangaea Ventures based on what Ortelius’s advisors have informed Ortelius is a novel
legal position that runs contrary to well-established Delaware law. In Ortelius’s view, this response from the Company demonstrates
the apparent lengths the Company is willing to go to in order to frustrate the rights of stockholders. |
| · | On April 1, 2022, Pangaea Ventures notified the Company of its withdrawal of its nomination of three candidates
for election to the Board at the Annual Meeting, such that Pangaea Ventures now is nominating three candidates, Shawn Abrams, David Johnson
and Michael Lefenfeld, for the seven seats on the Board up for election at the Annual Meeting. |
| · | On April 1, 2022, Ortelius filed its preliminary proxy statement with the Securities and Exchange Commission
(the “SEC”). |
| · | On
April 4, 2022, Ortelius issued a press release announcing the filing of its preliminary proxy
statement with the SEC and expressing its disappointment in what it viewed as the Board’s
failure to genuinely engage in a constructive manner with its largest stockholder and Ortelius’s
belief that its three independent and experienced Nominees are well suited to assess the
options and opportunities available to the Company with a fresh perspective and to begin
to address issues that Ortelius believes have plagued performance at the Company. |
| · | On
April 12, 2022, Ortelius filed this revised preliminary proxy statement with the SEC. |
REASONS FOR THE SOLICITATION
We believe that Trecora is deeply
undervalued and that significant opportunities exist to unlock substantial value for all stockholders. While Trecora’s stock price
has chronically underperformed against its peers and relevant indices, we believe the right strategic moves could improve operational
and financial performance and remedy what we view as the Board’s record of operational missteps, poor capital allocation decisions
and missed strategic opportunities. To finally improve matters at Trecora, we believe that urgent change is needed on the Board to enhance
management oversight, provide renewed accountability and ensure a focus on stockholders’ interests.
During the course of our engagement
with the Company over the past 10 months, as discussed in detail above, we have proposed various potential pathways to unlock value for
stockholders, including exploring a potential sale of the Company, in which we expressed an interest in participating. Based on our communications
with the Board and its advisors and our concerns regarding the Board’s interest in running a genuine sale process, we concluded
that we likely would not be the right buyer for the Company and have informed the Company that we are no longer interested in pursuing
an acquisition of the Company.
We strongly believe in the
long-term value of the Company’s assets, and in our view, due to the Company’s depressed valuation, lack of negotiating leverage
and the Board’s record of poor decision-making, a sale of the Company is unlikely to serve the best interests of the Company’s
stockholders at this time. We believe that the pathway to unlocking value for stockholders needs to start with meaningful change on the
Board.
We are therefore soliciting your
support at the Annual Meeting to elect our three highly qualified Nominees – Shawn Abrams, David Johnson and Michael Lefenfeld –
who we believe would not only bring significant and relevant experience to the Board, but also a commitment to work with the other directors
for the benefit of all stockholders and explore all strategic alternatives for the Company to maximize the value of your investment. With
the right Board in place, we firmly believe Trecora can be a best-in-class company in its industry and generate significant additional
value for all stockholders.
The Board Has Overseen Significant Stock Price
Underperformance
We believe that Trecora has significant
upside potential based on its top-quality assets, favorable industry dynamics, and considerable free cash flow generation capability.
However, Ortelius is deeply concerned by the Company’s chronic undervaluation and disappointing performance.
Trecora’s stock price returns,
on an absolute basis and when compared to the broader market, relevant indices and peers, and over multiple time periods, are consistently
abysmal. In our view, this vast destruction of stockholder value is mainly a result of operational missteps, poor capital allocation decisions
and missed strategic opportunities, all of which we believe are self-inflicted and have caused stockholders to lose confidence in the
Board and management team. During the past five years, Trecora’s stock price has dropped 41.7%, underperforming benchmark averages
by a staggering 136.8%. Below is an assessment of the Company’s returns under the current regime:
Total Stockholder Returns1 |
1-Year
(12/31/20-
12/31/21) |
3-Year
(12/31/18-
12/31/21) |
5-Year
(12/31/16-
12/31/21) |
Trecora |
15.6% |
3.6% |
-41.7% |
Peer Group2 |
38.8% |
58.2% |
31.3% |
Dow Jones U.S. Small Cap Specialty Chemicals Index |
48.0% |
106.0% |
114.6% |
S&P Supercomposite Specialty Chemicals Index |
27.7% |
75.8% |
106.0% |
Russell 3000 Index |
25.6% |
99.0% |
128.3% |
1 Source: Bloomberg. Returns are adjusted for dividends.
2 Trecora Resources 2021 proxy statement Peer Group includes: American Vanguard Corporation (NYSE:AVD), Balchem Corporation (NasdaqGS:BCPC), Chase Corporation (AMEX:CCF), Core Molding Technologies, Inc. (AMEX:CMT), Flotek Industries, Inc. (NYSE:FTK), FutureFuel Corp. (NYSE:FF), Hawkins, Inc. (NasdaqGS:HWKN), Intrepid Potash, Inc. (NYSE:IPI), Innospec Inc. (NasdaqGS:IOSP), Kraton Corporation (NYSE:KRA), Stepan Company (NYSE:SCL) and LSB Industries, Inc. (NYSE:LXU).
We believe the Company’s
disappointing 2022 guidance gives a clear indication that existing management does not have a suitable plan to remedy the Company’s
long-standing underperformance. The mid-point of Trecora’s projected EBITDA remains below the level achieved in 2016, despite a
dominant position as one of two domestic producers of high-purity pentane and hexane solvents, an advantageous market position in an industry
with inelastic demand, and significant capital expenditures. Stockholders desperately need to hold management and the Board accountable
to generating value for all stockholders.
We Believe Poor Capital Allocation Decisions
Have Outweighed the Company’s Otherwise Strong Market Position
Trecora’s specialty petrochemicals
segment, representing roughly 85% of the Company’s total revenues, is a leader in the manufacturing of high-purity hydrocarbons
such as pentane and hexane, which are used in the production of polyethylene, polypropylene, polyurethane foams, expandable polystyrene,
and packaging. These operations, as one of two producers in the U.S., supply approximately two-thirds of the market. Customer contracts
are typically locked up for multi-year periods, demand is price inelastic, and roughly 65% of revenues are cost-plus, generating durable
and relatively steady EBITDA. In addition, the Company possesses a sustainable, competitive strategic advantage that includes differentiated
products, superior customer service, high barriers to entry, and significant switching costs.
Despite Trecora’s numerous
strengths, first-class facilities, and excess capacity, we believe that unit sales have stagnated for years, while capital has been grossly
misallocated. In 2014, the Board approved the $73 million acquisition of the Company’s specialty waxes and custom processing businesses.
From 2015 to 2018, the Board approved another $115 million in growth-oriented capital expenditures.3
Regrettably, the combined $188 million in investments, which amount to roughly 95% of Trecora’s current market capitalization,
in our view has had minimal if any positive impact on the Company’s financials.
In particular, the Board directed
substantial resources to three major projects: the D Train, an Advanced Reformer, and a Hydrogenation/Distillation unit. Accordingly,
in a November 2017 presentation, management projected that EBITDA would grow from $31 million in 2016 to $63 million in 2022.4
A little more than a year later, in March 2019, management conceded that its multi-year investment cycle had “not delivered results.”5
We Believe the Current Board is Entrenched and
Reluctant to Change the Status Quo
We have consistently sought
to collaborate with the Company on potential solutions that could build and unlock significant stockholder value, including optimizing
the capital structure, monetizing non-core assets, improving operating and financial performance, enhancing stockholder communications
and reconstituting the Board to bring in needed expertise, among other things. Despite our good faith efforts, we believe the Board has
chosen to react in a highly defensive manner.
It is our view that the Company
has repeatedly refused to offer constructive responses to our proposals or make any counter-proposals since our nomination of our Nominees
for election to the Board, apart from offering to interview certain of our Nominees without providing any indication that the Company
would actually consider appointing them to the Board or otherwise negotiate with us on a resolution of our nomination. Instead, the Board
appears to be working with its advisors to “self-cure” the issues on the Board by having the incumbent Board members select
their own successors in a self-refreshment of the Board and/or pursue a face-saving transaction that we are concerned would harm stockholders
given the Company’s depressed valuation, lack of negotiating leverage and the Board’s record of poor decision-making. Based
on the Company’s years of underperformance under the existing Board, we believe that the incumbent Board has lost the right to
chart the best path forward for the Company.
3 Source: Company investor presentation dated September 27, 2018, “Sidoti Fall 2018 Conference.”
4 Source: Company investor presentation dated November 28, 2017, “Jefferies 2017 Energy Conference.”
5 Source: Company investor presentation dated March 13, 2019, “G.research 10th Annual Specialty Chemical Conference.”
Our Nominees are Highly Qualified
and Will Offer a Fresh Perspective Badly Needed in the Boardroom
Following years of disappointing
results and issues with the Company’s governance, strategy, capital structure, investment allocation, operations, stockholder returns,
and other matters, we believe that investors have lost confidence in the Board’s decision-making abilities. The Board’s increasingly
entrenched behavior since our nomination of our Nominees, as discussed in detail elsewhere in this Proxy Statement, buttresses our conviction
that substantial change to the Board is necessary to protect the interests of stockholders.
With the right leadership,
we believe Trecora can in short order address operational and financial issues that have plagued performance. We believe there are multiple
paths to building and unlocking intrinsic value over the near- and long-term, including organic growth, corporate finance solutions,
and strategic alternatives. We believe our highly qualified, independent director Nominees are well-suited to assess the options and
opportunities available to the Company with a fresh perspective, and without a bias towards maintaining the status quo.
| · | Shawn Abrams has over 35 years of chemical industry experience successfully building and
improving global businesses, leading strategy development, organizational change and acquisition efforts. He currently serves as Founder
and Managing Partner of 88 North Capital, an investment platform focusing on the chemicals and materials industries. Through his broad
industry and geographical exposure at both large organizations and smaller regional companies, Mr. Abrams has guided businesses through
various economic and market cycles and we believe would bring invaluable operational and strategic positioning experience to the Board. |
| · | David Johnson has extensive experience in public companies and life sciences and technology
companies, including as an investor and as a director of a public company, Liquidia Corporation (NASDAQ: LQDA). He currently serves as
Managing Partner and Chief Investment Officer of Caligan Partners LP, a registered investment manager. We believe Mr. Johnson’s
experience lends him insight into financial strategy and organizational and business development which we believe would make an immediate
contribution to the Board. |
| · | Michael Lefenfeld has a track record of driving top-line growth and profitability through
organic and inorganic pathways. He currently serves as the President and Chief Executive Officer of Cyanco. As an innovation-focused business
and technology leader, Mr. Lefenfeld’s expertise includes reinvigorating mature and stagnant businesses, developing sustainable
business models and reengineering ineffective workflows, and he would bring valuable insight and knowledge to the Board. |
We look forward to engaging with
you as we approach the Annual Meeting and earning your support as Ortelius works towards effecting positive change at Trecora.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board is currently
composed of seven directors, each with a term expiring at the Annual Meeting. We have nominated three independent, highly qualified Nominees
for election to the Board to replace three incumbent directors. If elected, our Nominees will constitute a minority of the Board and there
can be no guarantee that the Nominees will be able to implement the actions that they believe are necessary to unlock shareholder value.
However, we believe the election of our Nominees is necessary to address operational and financial issues that have plagued performance
at Trecora and restore the confidence of investors.
This Proxy Statement is
soliciting proxies to elect not only our three Nominees, but also the candidates who have been nominated by the Company other than ________,
________ and ________. This gives shareholders who wish to vote for our Nominees the ability to vote for a full slate of seven nominees
in total. The names, backgrounds and qualifications of the Company’s nominees, and other information about them, can be found in
the Company’s proxy statement.
THE ORTELIUS NOMINEES
The following information sets
forth the name, age, business address, present principal occupation, and employment and material occupations, positions, offices, or employments
for the past five years of each of the Nominees. The nominations were made in a timely manner and in compliance with the applicable provisions
of the Company’s governing instruments. The specific experience, qualifications, attributes and skills that led us to conclude that
the Nominees should serve as directors of the Company are set forth above in the section entitled “Reasons for the Solicitation”
and above. This information has been furnished to us by the Nominees. All of the Nominees are citizens of the United States.
Shawn Abrams, age
59, has more than 35 years of chemical industry experience with a proven track record of successfully building and growing global businesses.
He has a unique background in both corporate and private equity businesses, and has significant board and leadership experience. Since
2017, Mr. Abrams has served as Founder and Managing Partner of 88 North Capital, an investment platform focusing on the chemicals and
materials industries. From 2019 – 2020, he also served as a Director of SK Capital Partners, and from 2013 – 2017 he was an
Operating Partner at Arsenal Capital Partners, where he managed several portfolio companies, developed strategies and oversaw M&A
activities. Prior to Arsenal, Mr. Abrams served for six years as a senior executive at W.R. Grace & Co., eventually serving as President
of Catalyst Technologies, leading the group to record sales and profits over the period. For 17 years, Mr. Abrams worked for Evonik Industries
AG in variety of increasing senior global leadership roles including international assignments in Germany and Singapore, including six
years serving as Sr. Vice President/General Manager of Active Oxygens and a member of the senior executive group. Mr. Abrams started his
career at FMC Corporation as an account manager in its Industrial Chemicals division. Presently, Mr. Abrams also serves on the boards
of directors of numerous portfolio companies, including Smart Chemical, CCR Specialty Chemicals, Savillex, and PQ Corp. Mr. Abrams is
a graduate of Lehigh University with an MBA from the Thunderbird School of Management at Arizona State University.
Ortelius believes that
Mr. Abrams’ qualifications to sit on the Board include 35-plus years of chemical industry experience successfully building and
improving global businesses, leading strategy development, organizational change and acquisition efforts. He has broad industry and geographical
exposure at both large organizations and smaller regional companies and has guided businesses through various economic and market cycles.
Accordingly, Mr. Abrams would bring invaluable operational and strategic positioning experience to the Board.
David Johnson, age
39, is a Managing Partner and Chief Investment Officer of Caligan Partners LP, an SEC-registered investment manager. Previously, Mr. Johnson
was a Managing Director at The Carlyle Group, where he was employed from 2010 to 2017. At Carlyle, Mr. Johnson was involved in many of
the firm’s strategic initiatives and sat on investment committees for a number of different funds that invested in both equity and
credit. Prior to joining Carlyle, Mr. Johnson worked for six years at Morgan Stanley, where he was a Vice President in the Principal Investments
area. In this role, Mr. Johnson served as a director of SeaChange Maritime Limited, and as an observer to the boards of directors of Grifols,
S.A., All Star Gas, Viatel Holding (Bermuda), Impsat Fiber Networks, and Logix Communications. Prior to joining Morgan Stanley, Mr. Johnson
worked at Weiss Asset Management, where he represented Weiss on the board of directors of the Kazakhstan Investment Fund. Mr. Johnson
is currently a member of the board of directors of Liquidia Corporation, where he has served on the Audit and Research and Development
Committees since being elected in April 2021, and was previously a director of AMAG Pharmaceuticals from October 2019 through November
2020. He also serves as a Vice Chair for Recent Graduates on the Executive Committee for the Harvard College Fund, a member of the board
of directors of the Children’s Scholarship Fund, and Chair of the Finance & Investment Committee for the Riley’s Way Foundation.
Mr. Johnson received his A.B. in Applied Mathematics and a S.M. in Applied Mathematics from Harvard College.
Ortelius believes that
Mr. Johnson would bring extensive experience in public companies and life sciences and technology companies, including as an investor
and as a director of a public company, and that his insights into financial strategy and organizational and business development would
be invaluable to the Board.
Michael Lefenfeld,
age 41, has served as the President and Chief Executive Officer of Cyanco since 2018. Previously, he was an Entrepreneur-in-Residence
at Great Oaks Venture Capital LLC. Mr. Lefenfeld is also the Co-Founder of SiGNa Chemistry, Inc. and served as its Chief Executive Officer
and President from March 2007 until September 2018. Mr. Lefenfeld has also served on the board of directors of Cyanco since March 2018,
and as an Independent Director of Immunome, Inc. since October 2017. He was a member of the board of directors of SiGNa Chemistry from
March 2007 until September 2018. Mr. Lefenfeld has been an adjunct faculty member at Michigan State University and a member of both the
Board of Overseers and the Business Advisory Board for the Alzheimer's Drug Discovery Foundation. His work has led to more than 45 patents
and patent applications with more than 35 licensed or in active use. Mr. Lefenfeld holds an M.S. in Chemistry from Columbia University,
a B.S. in Chemical Engineering from Washington University in St. Louis, and an executive education certificate at Stanford University
Graduate School of Business.
Ortelius believes that
Mr. Lefenfeld’s qualifications to sit on the Board include his experience as an innovation-focused business and technology leader
with a record of top-line growth and profitability through organic and inorganic pathways. He has developed expertise in reinvigorating
mature and stagnant businesses, developing sustainable business models and reengineering ineffective workflows. Mr. Lefenfeld further
has a track record of reimagining forgotten technologies and processes to create step-change advances in today’s industries. Accordingly,
Mr. Lefenfeld would bring valuable insight and knowledge to the Board.
The principal business
address of Mr. Abrams is 45 Far View Road, Rehoboth Beach, Delaware 19971. The principal business address of Mr. Johnson is 590 Madison
Ave, 21st Floor, New York, New York. The principal business address of Mr. Lefenfeld is 2114 Potomac Drive, Unit C, Houston,
Texas 77057.
As of the date hereof,
none of the Nominees owns beneficially or of record any securities of the Company and none of the Nominees has entered into any transactions
in the securities of the Company during the past two years.
Mr. Johnson is a limited
partner in Temnein, which directly beneficially owns 346,659 shares of Common Stock. Mr. Johnson disclaims beneficial ownership of these
shares.
Each of the Nominees may
be deemed to be a member of a “group” with the other Participants for the purposes of Section 13(d)(3) of the Exchange Act,
and such group may be deemed to beneficially own the 2,674,683 shares of Common Stock beneficially owned in the aggregate by all of the
Participants. Each Participant disclaims beneficial ownership of the shares of Common Stock that he, she or it does not directly own.
For information regarding transactions in securities of the Company during the past two years by the Participants, please see Schedule
I.
Pangaea Ventures has entered
into an Engagement and Indemnification Agreement with each Nominee, pursuant to which each Nominee has agreed to (i) be named as a nominee
in the proxy soliciting materials related to the Annual Meeting and (ii) to serve as a director of the Company if elected at the Annual
Meeting or any special meeting of the Company’s stockholders or appointed by other means. Pursuant to the Engagement and Indemnification
Agreements, Pangaea Ventures has also agreed to (i) indemnify each Nominee against any losses suffered, incurred, or sustained by such
Nominee in connection with the solicitation of proxies from the stockholders of the Company in support of their election to the Board,
and (ii) reimburse each Nominee for reasonable, documented, out-of-pocket expenses incurred as a result of such Nominee’s nomination.
For the avoidance of doubt, such indemnification does not apply to any claims made against such Nominees in their capacities as directors
of the Company, if so elected.
Ortelius believes that
each Nominee presently is, and if elected as a director of the Company, each of the Nominees would be, an “independent director”
within the meaning of (i) applicable New York Stock Exchange (“NYSE”) listing standards applicable to board composition and
(ii) Section 301 of the Sarbanes-Oxley Act of 2002. Notwithstanding the foregoing, we acknowledge that no director of a NYSE listed company
qualifies as “independent” under the NYSE listing standards unless the board of directors affirmatively determines that such
director is independent under such standards. Accordingly, we acknowledge that if any Nominee is elected, the determination of the Nominee’s
independence under the NYSE listing standards ultimately rests with the judgment and discretion of the Board. No Nominee is a member of
the Company’s compensation, nominating or audit committee that is not independent under any such committee’s applicable independence
standards.
Other than as stated herein,
there are no arrangements or understandings between Ortelius and the Nominees or any other person or persons pursuant to which the nomination
of the Nominees described herein is to be made. None of the Nominees is a party adverse to the Company or any of its subsidiaries or has
a material interest adverse to the Company or any of its subsidiaries in any material pending legal proceeding.
We do not expect that any
of the Nominees will be unable to stand for election, but, in the event any Nominee is unable to serve or for good cause will not serve,
the shares of Common Stock represented by the enclosed WHITE proxy card will be voted for substitute nominee(s), to the extent
this is not prohibited under the Company’s Amended and Restated Bylaws (the “Bylaws”) and applicable law. In addition,
we reserve the right to nominate substitute person(s) if the Company makes or announces any changes to the Bylaws or takes or announces
any other action that has, or if consummated would have, the effect of disqualifying any Nominee, to the extent this is not prohibited
under the Bylaws and applicable law. In any such case, we would identify and properly nominate such substitute nominee(s) in accordance
with the Bylaws and applicable law, and shares of Common Stock represented by the enclosed WHITE proxy card will be voted for such
substitute nominee(s). We reserve the right to nominate additional person(s), to the extent this is not prohibited under the Bylaws and
applicable law, if the Company increases the size of the Board above its existing size or increases the number of directors whose terms
expire at the Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of
Ortelius that any attempt to increase the size of the current Board or to reconstitute or to classify the Board constitutes an unlawful
manipulation of the Company’s corporate machinery.
WE STRONGLY URGE YOU TO VOTE “FOR”
THE ELECTION OF THE NOMINEES ON THE ENCLOSED WHITE PROXY CARD.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As discussed in further
detail in the Company’s proxy statement, the Board has selected BKM Sowan Horan, LLP as the independent public accounting firm for
the Company’s current fiscal year. According to the Company’s proxy statement, if the stockholders should fail to ratify the
selection of the independent registered public accounting firm, the Audit Committee will designate an independent registered public accounting
firm as required under the rules of the Exchange Act and in accordance with its charter.
WE MAKE NO RECOMMENDATION WITH RESPECT
TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL.
PROPOSAL NO. 3
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
As disclosed in the Company’s
proxy statement, under Section 14A of the Exchange Act, the Company’s stockholders are entitled to vote on a proposal to cast a
non-binding, advisory vote on the executive compensation of the Company’s named executive officers. This proposal is frequently
referred to as a “say-on-pay” vote. Accordingly, the Company is asking stockholders to vote for the following resolution:
“Resolved that the stockholders of
the Company approve, on an advisory basis, compensation paid to the Company’s Named Executive Officers as disclosed pursuant to
Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”
According to the Company’s
proxy statement, the advisory vote on this proposal is not binding upon the Company, however, the Compensation Committee will take into
account the outcome of the vote when making future executive compensation decisions.
[WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS
PROPOSAL AND INTEND TO VOTE OUR SHARES “[FOR/AGAINST]” THIS PROPOSAL.]
VOTING AND PROXY PROCEDURES
Only stockholders of record
on the Record Date will be entitled to notice of and to vote at the Annual Meeting. Stockholders who sell their shares of Common Stock
before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares. Stockholders of record
on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such shares after the Record
Date. According to the Company’s proxy statement, each share of our Common Stock has one vote on each proposal at the Annual Meeting.
Shares of Common Stock
represented by properly executed WHITE proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific
instructions, will be voted FOR the election of the Nominees and FOR the ratification of BKM as the Company’s independent
registered public accounting firm for the 2022 fiscal year and [FOR/AGAINST] the advisory vote to approve the Company’s executive
compensation.
We believe the terms
of all seven directors currently serving on the Board expire at the Annual Meeting. Through this Proxy Statement, we are soliciting proxies
to elect not only our three Nominees, but also the candidates who have been nominated by the Company other than ________, ________ and
________. This gives shareholders who wish to vote for our Nominees the ability to vote for a full slate of seven nominees in total.
Under applicable proxy rules effective for the Annual Meeting, we are permitted to solicit stockholder votes through use of a proxy card
supporting the election of only our Nominees, which could result in limiting the ability of stockholders to fully exercise their voting
rights with respect to the Company’s nominees, or through use of a proxy card supporting the election of our Nominees while also
allowing stockholders to vote for fewer than all of the Company’s nominees, which enables a stockholder who desires to vote for
our Nominees to also vote for certain of the Company’s nominees. Stockholders should refer to the Company’s proxy statement
for the names, backgrounds, qualifications and other information concerning the Company’s nominees. In the event that some of our
Nominees are elected, there can be no assurance that the Company nominee(s) who get the most votes and are elected to the Board will
choose to serve as on the Board with the Nominees who are elected.
While we currently intend
to vote all of the Ortelius Shares in favor of the election of the Nominees, we reserve the right to vote some or all of the Ortelius
Shares for some or all of the Company’s director nominees, as we see fit, in order to achieve a Board composition that we believe
is in the best interest of all stockholders. We would only intend to vote some or all of the Ortelius Shares for some or all of the Company’s
director nominees in the event it were to become apparent to us, based on the projected voting results at such time, that less than all
of the Nominees would be elected at the Annual Meeting and that by voting the Ortelius Shares we could help elect Trecora nominees that
we believe are the most qualified to serve as directors and thus help achieve a Board composition that we believe is in the best interest
of all stockholders. Stockholders should understand, however, that all shares of Common Stock represented by the enclosed WHITE
proxy card will be voted at the Annual Meeting as marked by the stockholder.
ATTENDING THE ANNUAL MEETING VIRTUALLY ON THE INTERNET
According to the Company’s
proxy statement the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast.
You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the
record date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.
You will be able to attend
the Annual Meeting online and submit your questions during the meeting by visiting _______. You also will be able to vote your shares
online by attending the Annual Meeting by webcast.
To participate in the Annual
Meeting, you will need to review the information included on your Notice of Internet Availability, on your proxy card or on the instructions
that accompanied your proxy materials. The password for the meeting is _______.
If you hold your shares
through an intermediary, such as a bank, broker, trustee or other nominee (referred to herein as a “broker”), you must register
in advance using the instructions below.
The online meeting will
begin promptly at __________ _.m. _______ time. We encourage you to access the meeting prior to the start time leaving ample time for
the check in. Please follow the registration instructions as outlined in this proxy statement.
If you are a stockholder
of record (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting
virtually on the Internet. Please follow the instructions on the Notice of Internet Availability or proxy card that you received.
If you are a beneficial
owner who holds shares through an intermediary, such as a broker, you must register in advance to attend the Annual Meeting virtually
on the Internet.
To register to attend the
Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your beneficial ownership along with
your name and email address to Computershare in advance of the Annual Meeting. Requests for registration must be labeled as “Legal
Proxy” and be received no later than _____ p.m., Eastern Time, on _________, 2022.
You will receive a confirmation
of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the
following:
By email: Forward the email
from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com
By mail:
Computershare
TREC Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
QUORUM; BROKER NON-VOTES; DISCRETIONARY VOTING
A quorum is the minimum
number of shares of Common Stock that must be represented at a duly called meeting in person or by proxy in order to legally conduct business
at the meeting under the Bylaws and Delaware law. According to the Company’s proxy statement, the quorum requirement for holding
the Annual Meeting and transacting business is that holders of a majority of the voting power of all of the shares of stock entitled to
vote at the Annual Meeting must be present at the Annual Meeting or represented by proxy. Both “ABSTAIN” votes and broker
non-votes are counted for the purpose of determining the presence of a quorum.
If you are a stockholder
of record or hold your shares in street name, such as in a stock brokerage account or through a bank or other nominee, you may vote in
the following ways: voting online at the Annual Meeting; voting by submitting a proxy by telephone, via the internet or by submitting
a proxy by mail; or instructing your broker.
VOTES REQUIRED FOR APPROVAL
Election of Directors
– The Company has adopted a plurality vote standard for contested director elections. As a result of our nomination of our Nominees,
the number of nominees for election as directors at the Annual Meeting exceeds the number of directors to be elected, so the director
election at the Annual Meeting will be contested. Accordingly, the seven director candidates receiving the highest number of affirmative
“FOR” votes will be elected as directors of the Company.
Ratification of the
Selection of Accounting Firm (“Proposal 2”) – According to the Company’s proxy statement, in order for Proposal
2 to be approved, the number of votes cast “FOR” must exceed the number of votes cast “AGAINST”. “ABSTAIN”
votes will not be counted as votes cast either “FOR” or “AGAINST” and because brokers have discretion to vote
on Proposal 2, the Company does not expect any broker non-votes with respect to Proposal 2.
Advisory Vote to Approve
Executive Compensation (“Proposal 3”) – According to the Company’s proxy statement, in order for Proposal
3 to be approved, the number of votes cast “FOR” must exceed the number of votes cast “AGAINST”. “ABSTAIN”
votes and broker non-votes will not be counted as votes cast either “FOR” or “AGAINST” Proposal 3.
If you sign and submit
your WHITE proxy card without specifying how you would like your shares voted, your shares will be voted in accordance with our
recommendations specified herein and in accordance with the discretion of the persons named on the WHITE proxy card with respect
to any other matters that may be voted upon at the Annual Meeting.
REVOCATION OF PROXIES
Stockholders of the Company
may revoke their proxies at any time prior to exercise by attending the Annual Meeting and voting (although attendance at the Annual Meeting
will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a subsequently
dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to Ortelius
in care of Okapi Partners at the address set forth on the back cover of this Proxy Statement or to the Company’s Corporate Secretary
at 1650 Highway 6 South, Suite 190, Sugar Land, Texas 77478, or any other address provided by the Company. Although a revocation is effective
if delivered to the Company, we request that either the original or photostatic copies of all revocations be mailed to Ortelius in care
of Okapi Partners at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can
more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the shares
entitled to be voted at the Annual Meeting. Additionally, Okapi Partners may use this information to contact stockholders who have revoked
their proxies in order to solicit later dated proxies for the election of our Nominees.
IF YOU WISH TO VOTE FOR THE ELECTION OF THE
NOMINEES TO THE BOARD, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED WHITE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
SOLICITATION OF PROXIES
Proxies may be solicited
by mail, facsimile, telephone, electronic mail, in person and by advertisements. Solicitations may also be made by certain of the respective
directors, officers, members and employees of Ortelius (as applicable), none of whom will, except as described elsewhere in this Proxy
Statement, receive additional compensation for such solicitation. The Nominees may make solicitations of proxies but, except as described
herein, will not receive compensation for acting as nominees.
Pangaea has entered into
an agreement with Okapi Partners for solicitation and advisory services in connection with this solicitation, for which Okapi Partners
will receive a fee not to exceed $_____, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified
against certain liabilities and expenses, including certain liabilities under the federal securities laws. Okapi Partners will solicit
proxies from individuals, brokers, banks, bank nominees and other institutional holders. Pangaea has requested banks, brokerage houses
and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares of Common
Stock they hold of record. Pangaea will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is
anticipated that Okapi Partners will employ approximately ___ persons to solicit stockholders for the Annual Meeting.
The entire expense of soliciting
proxies is being borne by Ortelius. Costs of this solicitation of proxies are currently estimated to be approximately $___________ (including,
but not limited to, fees for attorneys, solicitors and other advisors, and other costs incidental to the solicitation). Ortelius estimates
that through the date of this Proxy Statement its expenses in connection with this solicitation are approximately $___________. To the
extent legally permissible, if Ortelius is successful in its proxy solicitation, Ortelius intends to seek reimbursement from the Company
for the expenses it incurs in connection with this solicitation. Ortelius does not intend to submit the question of such reimbursement
to a vote of security holders of the Company.
ADDITIONAL PARTICIPANT INFORMATION
The Participants in this proxy
solicitation are Pangaea Ventures, OA, Temnein, Panthalassa, Peter DeSorcy and the Nominees. The principal business address of each Pangaea
Ventures, OA, Temnein, Panthalassa and Peter DeSorcy is 450 Park Avenue, Suite 2700, New York, NY 10022. The principal business of each
of Pangaea Ventures, Temnein, and Panthalassa is serving as a private investment vehicle. The principal business of OA is serving as an
investment manager to private investment vehicles. The principal occupation of Mr. DeSorcy is serving as control person of OA and certain
related entities. Mr. DeSorcy is a citizen of the United States of America.
As of the date of this
Proxy Statement, Pangaea Ventures directly beneficially owns 2,328,024 shares of Common Stock. As of the date of this Proxy Statement,
Temnein directly beneficially owns 346,659 shares of Common Stock. As of the date of this Proxy Statement, Panthalassa does not beneficially
own any shares of Common Stock. OA, as the investment manager of each of Pangaea Ventures and Temnein, may be deemed the beneficial owner
of an aggregate of 2,674,683 shares of Common Stock beneficially owned by Pangaea Ventures and Temnein. Mr. DeSorcy, as the managing member
of and the holder of a controlling interest in OA and the managing member of the general partner of OA, may be deemed the beneficial owner
of an aggregate of 2,674,683 shares of Common Stock beneficially owned by Pangaea Ventures and Temnein.
Each Participant may be deemed
to be a member of a “group” with the other Participants for the purposes of Section 13(d)(3) of the Exchange Act, and such
group may be deemed to beneficially own the 2,674,683 shares of Common Stock beneficially owned in the aggregate by all of the Participants.
Each Participant disclaims beneficial ownership of the shares of Common Stock that he, she or it does not directly own. For information
regarding purchases and sales of securities of the Company during the past two years by the Participants, see Schedule I.
The shares of Common Stock purchased
by Pangaea Ventures and Temnein were purchased with working capital.
Except as set forth in
this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no Participant has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); (ii) no Participant directly or indirectly beneficially owns any securities of
the Company; (iii) no Participant owns any securities of the Company which are owned of record but not beneficially; (iv) no Participant
has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the
securities of the Company owned by any Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring
or holding such securities; (vi) no Participant is, or within the past year was, a party to any contract, arrangements or understandings
with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies;
(vii) no associate of any Participant owns beneficially, directly or indirectly, any securities of the Company; (viii) no Participant
owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Participant or any of his,
her or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last
fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Participant or any of his, her or its associates
has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect
to any future transactions to which the Company or any of its affiliates will or may be a party; (xi) no Participant has a substantial
interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted on at the Annual Meeting; (xii) no Participant
holds any positions or offices with the Company; (xiii) no Participant has a family relationship with any director, executive officer,
or person nominated or chosen by the Company to become a director or executive officer; and (xiv) no companies or organizations, with
which any of the Participants has been employed in the past five years, is a parent, subsidiary or other affiliate of the Company. There
are no material proceedings to which any Participant or any of his, her or its associates is a party adverse to the Company or any of
its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Except as otherwise disclosed in this Proxy
Statement, with respect to each of the Participants, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange
Act have occurred during the past 10 years.
OTHER MATTERS AND ADDITIONAL INFORMATION
We are unaware of any other
matters to be considered at the Annual Meeting. However, should other matters that we are not aware of at a reasonable time before this
solicitation be brought before the Annual Meeting, the persons named as proxies on the enclosed WHITE proxy card will vote on such
matters in their discretion.
Some banks, brokers and
other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports.
This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in your household. We will promptly
deliver a separate copy of the document to you if you write to our proxy solicitor, Okapi Partners, at the address set forth on the back
cover of this Proxy Statement, or call toll free at (877) 629-6356 or collect at (212) 297-0720. If you want to receive separate copies
of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household,
you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address and
phone number.
The information concerning
the Company contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available
documents on file with the SEC and other publicly available information. Although we have no knowledge that would indicate that statements
relating to the Company contained in this Proxy Statement, in reliance upon publicly available information, are inaccurate or incomplete,
to date we have not had access to the books and records of the Company, were not involved in the preparation of such information and statements
and are not in a position to verify such information and statements. All information relating to any person other than the Participants
is given only to our knowledge.
This Proxy Statement is
dated ____________, 2022. You should not assume that the information contained in this Proxy Statement is accurate as of any date other
than such date, and the mailing of this Proxy Statement to stockholders shall not create any implication to the contrary.
STOCKHOLDER PROPOSALS
According to the Company’s
proxy statement, for a stockholder proposal to be considered for inclusion in the Company’s proxy statement for the Company’s
2023 annual meeting of stockholders (the “2023 Annual Meeting”), the Corporate Secretary must receive the written proposal
at 1650 Highway 6 South, Suite 190, Sugar Land, Texas 77478 no later than the close of business on ________, 202__, and such proposals
also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials.
According to the Company’s
proxy statement, for a stockholder to bring a matter before the 2023 Annual Meeting outside the process of Rule 14a-8, the stockholder
may use the procedures set forth in the Bylaws. The Bylaws provide that any stockholder of record who wishes to nominate persons for election
to the Board or propose business at the 2023 Annual Meeting (not including a proposal submitted for inclusion in the Company’s proxy
materials pursuant to Rule 14a-8 described above) must deliver a notice of the matter under Section 1 of Article I of the Bylaws, and
the notice must be received by the Company’s Corporate Secretary not less than 90 or more than 120 days prior to the first anniversary
of the preceding year’s annual meeting of stockholders. Therefore, any notice intended to be given by a stockholder under the advance
notice provisions with respect to the 2023 Annual Meeting pursuant to the Bylaws must be received by the Corporate Secretary at the address
listed above not later than the close of business on ________, 202__, and not earlier than the close of business on ________, 202__. Limited
exceptions apply if the date of the annual meeting is convened more than 30 days prior to or delayed by more than 60 days after the anniversary
of the preceding year’s annual meeting. The notice also must comply with the applicable requirements of the Bylaws.
The information set forth
above regarding the procedures for submitting stockholder proposals for consideration at the 2023 Annual Meeting is based on information
contained in the Company’s proxy statement and the Bylaws. The incorporation of this information in this Proxy Statement should
not be construed as an admission that such procedures are legal, valid or binding.
INCORPORATION BY REFERENCE
WE HAVE OMITTED FROM THIS
PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S PROXY STATEMENT RELATING
TO THE 2022 ANNUAL MEETING BASED ON RELIANCE ON RULE 14A-5(C). THIS DISCLOSURE INCLUDES, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION
ON THE COMPANY’S DIRECTORS, INFORMATION CONCERNING EXECUTIVE COMPENSATION, SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
OF THE COMPANY’S DIRECTORS, RELATED PERSON TRANSACTIONS AND GENERAL INFORMATION CONCERNING THE COMPANY’S ADMINISTRATION AND
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. SEE SCHEDULE II FOR INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF
THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF THE COMPANY.
________________
Your vote is important.
No matter how many or how few shares you own, please vote to elect our Nominees by marking, signing, dating and mailing the enclosed WHITE
proxy card promptly.
SCHEDULE I
TRANSACTIONS IN SECURITIES OF THE COMPANY
DURING THE PAST TWO YEARS
Nature of the Transaction |
Amount of Securities
Purchased/(Sold) |
Date of Purchase / Sale |
PANGAEA VENTURES, L.P.
Purchase of Common Stock |
4,682 |
07/02/2020 |
Purchase of Common Stock |
6,396 |
07/13/2020 |
Purchase of Common Stock |
7,913 |
07/14/2020 |
Purchase of Common Stock |
7,649 |
07/15/2020 |
Purchase of Common Stock |
5,154 |
07/16/2020 |
Purchase of Common Stock |
6,434 |
07/17/2020 |
Purchase of Common Stock |
3,195 |
09/28/2020 |
Purchase of Common Stock |
30,100 |
09/29/2020 |
Purchase of Common Stock |
31,750 |
09/30/2020 |
Purchase of Common Stock |
17,003 |
10/01/2020 |
Purchase of Common Stock |
200 |
10/02/2020 |
Purchase of Common Stock |
11,291 |
10/05/2020 |
Purchase of Common Stock |
11,285 |
10/06/2020 |
Purchase of Common Stock |
200 |
10/08/2020 |
Purchase of Common Stock |
2,324 |
10/09/2020 |
Purchase of Common Stock |
83,010 |
10/12/2020 |
Purchase of Common Stock |
12,692 |
10/13/2020 |
Purchase of Common Stock |
21,400 |
10/14/2020 |
Purchase of Common Stock |
8,900 |
10/15/2020 |
Purchase of Common Stock |
34,241 |
10/16/2020 |
Purchase of Common Stock |
7,116 |
10/19/2020 |
Purchase of Common Stock |
975 |
10/20/2020 |
Purchase of Common Stock |
32,000 |
10/21/2020 |
Purchase of Common Stock |
268,184 |
10/22/2020 |
Purchase of Common Stock |
100,000 |
10/23/2020 |
Purchase of Common Stock |
3,641 |
10/28/2020 |
Purchase of Common Stock |
1,902 |
10/29/2020 |
Purchase of Common Stock |
20,000 |
10/30/2020 |
Purchase of Common Stock |
1,900 |
11/04/2020 |
Purchase of Common Stock |
2,100 |
11/12/2020 |
Purchase of Common Stock |
25,000 |
11/13/2020 |
Purchase of Common Stock |
75,000 |
11/17/2020 |
Purchase of Common Stock |
47,121 |
11/18/2020 |
Purchase of Common Stock |
42,070 |
11/23/2020 |
Purchase of Common Stock |
42,441 |
11/24/2020 |
Purchase of Common Stock |
24,903 |
11/25/2020 |
Purchase of Common Stock |
44,392 |
11/27/2020 |
Purchase of Common Stock |
16,162 |
11/30/2020 |
Purchase of Common Stock |
16,401 |
12/01/2020 |
Purchase of Common Stock |
23,500 |
12/02/2020 |
Purchase of Common Stock |
40,330 |
12/07/2020 |
Purchase of Common Stock |
17,500 |
12/08/2020 |
Purchase of Common Stock |
21,340 |
12/09/2020 |
Purchase of Common Stock |
15,000 |
02/02/2021 |
Purchase of Common Stock |
19,194 |
03/08/2021 |
Purchase of Common Stock |
561,294 |
03/09/2021 |
Purchase of Common Stock |
48,519 |
03/10/2021 |
Purchase of Common Stock |
2,506 |
03/15/2021 |
Purchase of Common Stock |
3,149 |
03/16/2021 |
Purchase of Common Stock |
28,600 |
03/22/2021 |
Purchase of Common Stock |
23,699 |
03/23/2021 |
Purchase of Common Stock |
573 |
03/29/2021 |
Purchase of Common Stock |
29,000 |
04/05/2021 |
Purchase of Common Stock |
549 |
04/19/2021 |
Purchase of Common Stock |
2,033 |
04/20/2021 |
Purchase of Common Stock |
10,166 |
04/21/2021 |
Purchase of Common Stock |
48,024 |
04/22/2021 |
Purchase of Common Stock |
30,000 |
04/23/2021 |
Purchase of Common Stock |
19,618 |
04/26/2021 |
Purchase of Common Stock |
10,926 |
04/27/2021 |
Purchase of Common Stock |
25,000 |
04/28/2021 |
Purchase of Common Stock |
23,026 |
04/30/2021 |
Purchase of Common Stock |
247,351 |
05/05/2021 |
TEMNEIN VENTURES III, L.P.
Purchase of Common Stock |
4,795 |
05/20/2021 |
Purchase of Common Stock |
4,120 |
05/21/2021 |
Purchase of Common Stock |
893 |
05/24/2021 |
Purchase of Common Stock |
22,506 |
05/25/2021 |
Purchase of Common Stock |
1,099 |
05/26/2021 |
Purchase of Common Stock |
815 |
05/28/2021 |
Purchase of Common Stock |
209 |
06/01/2021 |
Purchase of Common Stock |
3,977 |
06/02/2021 |
Purchase of Common Stock |
2,732 |
06/03/2021 |
Purchase of Common Stock |
3,171 |
06/04/2021 |
Purchase of Common Stock |
49,296 |
06/07/2021 |
Purchase of Common Stock |
32,641 |
06/08/2021 |
Purchase of Common Stock |
37,614 |
06/09/2021 |
Purchase of Common Stock |
31,529 |
06/10/2021 |
Purchase of Common Stock |
28,076 |
06/24/2021 |
Purchase of Common Stock |
58,449 |
06/25/2021 |
Purchase of Common Stock |
54,737 |
07/09/2021 |
Purchase of Common Stock |
10,000 |
07/12/2021 |
SCHEDULE II
As of the date of this preliminary proxy statement,
the Company has not yet filed its proxy statement for the Annual Meeting with the SEC. Once the Company files its proxy statement, we
intend to revise this preliminary proxy statement with the SEC to include information regarding persons who beneficially own more than
5% of the Common Stock and the ownership of Common Stock by the Company’s directors and officers, which we anticipate will be disclosed
in the Company’s proxy statement.
IMPORTANT
Tell the Board what you
think! Your vote is important. No matter how many shares you own, please give us your proxy “FOR” the election of the
Nominees and in accordance with our recommendations on the other proposal(s) on the agenda for the Annual Meeting by taking three steps:
| · | SIGNING the enclosed WHITE proxy card; |
| · | DATING the enclosed WHITE proxy card; and |
| · | MAILING the enclosed WHITE proxy card TODAY in the envelope provided (no postage is required if
mailed in the United States). |
If any of your shares
of Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Common
Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either
by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You
may also vote by signing, dating and returning the enclosed WHITE voting form.
If you have any questions
or require any additional information concerning this Proxy Statement, please contact Okapi Partners at the address set forth below.
If you have any questions, require assistance in
voting your WHITE proxy card,
or need additional copies of our proxy materials,
please contact Okapi Partners at the phone numbers
listed below.
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
Stockholders call toll free at (877) 629-6356
Banks and Brokers may call collect at (212) 297-0720
E-mail: info@okapipartners.com
PRELIMINARY COPY
SUBJECT TO COMPLETION
DATED APRIL 12, 2022
TRECORA RESOURCES
2022 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF PANGAEA VENTURES, L.P. AND THE OTHER PARTICIPANTS IN ITS PROXY SOLICITATION
THE BOARD OF DIRECTORS OF TRECORA RESOURCES
IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned appoints
Peter DeSorcy, ____________, and ___________, and each of them, attorneys and agents with full power of substitution to vote all shares
of common stock of Trecora Resources (the “Company”) which the undersigned would be entitled to vote if personally present
at the 2022 annual meeting of stockholders of the Company scheduled to be held at _____ on ____, 2022 at _______ _.m., local time (including
any adjournments or postponements thereof and any meeting called in lieu thereof, the “Annual Meeting”).
The undersigned hereby
revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of common stock of the Company held by the
undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may
lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the
herein named attorneys and proxies or their substitutes with respect to any other matters as may properly come before the Annual Meeting
that are unknown to Pangaea Ventures, L.P. (“Pangaea”) a reasonable time before this solicitation.
THIS PROXY WILL BE VOTED
AS DIRECTED. IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL
1, “FOR” PROPOSAL 2 AND “[FOR/AGAINST]” PROPOSAL 3.
This Proxy will be valid
until the completion of the Annual Meeting. This Proxy will only be valid in connection with Pangaea’s solicitation of proxies for
the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS
PROXY CARD PROMPTLY!
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[X] Please mark vote as in this example
WE STRONGLY RECOMMEND THAT STOCKHOLDERS
VOTE “FOR ALL NOMINEES” LISTED BELOW IN PROPOSAL 1. [WE MAKE NO RECOMMENDATION WITH RESPECT TO PROPOSALS 2 AND 3.]
| 1. | Pangaea’s proposal to elect Shawn Abrams, David Johnson and Michael Lefenfeld to serve as directors
of the Company to serve until the 2023 annual meeting of stockholders. |
|
|
FOR ALL
NOMINEES |
WITHHOLD
AUTHORITY TO
VOTE FOR ALL
NOMINEES |
FOR ALL EXCEPT
NOMINEE(S)
WRITTEN BELOW |
Nominees: |
Shawn Abrams
David Johnson
Michael Lefenfeld |
¨ |
¨ |
¨
________________
________________ |
Pangaea intends to use
this proxy to vote (i) “FOR” Messrs. Abrams, Johnson and Lefenfeld and (ii) “FOR” the candidates who have been
nominated by the Company other than _____, _____, and _____, for whom Pangaea is not seeking authority to vote for and will not exercise
any such authority. The names, backgrounds and qualifications of the candidates who have been nominated by the Company, and other information
about them, can be found in the Company’s proxy statement. There is no assurance that any of the candidates who have been nominated
by the Company will serve as directors if any of Pangaea’s nominees is elected.
Note: If you do not
wish for your shares to be voted “FOR” a particular nominee, mark the “FOR ALL EXCEPT NOMINEE(S) WRITTEN BELOW”
box and write the name(s) of the nominee(s) you do not support on the line(s) above. Your shares will be voted for the remaining nominee(s).
| 2. | The Company’s proposal to consider and ratify the appointment of BKM Sowan Horan, LLP as the Company’s
independent registered public accounting firm for the 2022 fiscal year. |
|
¨ FOR |
¨ AGAINST |
¨ ABSTAIN |
| 3. | The Company’s proposal to approve, on a non-binding advisory basis, the compensation of the Company’s
named executive officers. |
|
¨ FOR |
¨ AGAINST |
¨ ABSTAIN |
DATED: ____________________________
____________________________________
(Signature)
____________________________________
(Signature, if held jointly)
____________________________________
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS
SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME
APPEARS ON THIS PROXY.
Grafico Azioni Trecora Resources (NYSE:TREC)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Trecora Resources (NYSE:TREC)
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Da Giu 2023 a Giu 2024