SOURCE: Croff Enterprises, Inc.

November 12, 2007 19:30 ET

Croff Announces Plan of Corporate Division

DENVER, CO--(Marketwire - November 12, 2007) - Croff Enterprises, Inc. (OTCBB: COFF) announced today that the board of directors has adopted a Plan of Corporate Division and Reorganization. The plan divides Croff into a new private company containing the assets pledged to the Preferred B shares, and the existing public company holding the remaining assets. The new private company will contain all the oil and gas assets and liabilities and will be owned by the Preferred B shareholders. The Preferred B shares currently have all of the oil and gas assets pledged to them. The common shares will own the remaining assets in the currently traded public company.

The Plan requires the formation of a new Utah corporation to be known as Croff Oil Company, as a separate corporation from Croff Enterprises, Inc. All of the oil and gas assets, bank accounts, and liabilities will be exchanged with this new corporation. Each Croff Preferred B shareholder will be entitled to one restricted common share in the new Croff Oil Company for each preferred B share currently held. Croff Enterprises, Inc. will continue as a public corporation seeking merger, acquisition, or other reorganization opportunities.

The Plan is subject to submittal of a Proxy and approval by Croff shareholders. If approved, three of the existing directors, Richard Mandel, Gerald Jensen, and Julian Jensen, will serve as the initial board of directors of Croff Oil Company. Under Utah law dissenting shareholders will be offered a cash buyout alternative. The proxy submitted to the SEC and complete Plan can be viewed on the Croff website at www.Croff.com.

Croff also announced the results of the Three and Nine Months ended on September 30, 2007. For the three months ending September 30, Croff had operating revenues of $253,928, and net income of $92,936, compared to operating revenues of $368,380, and net income of $154,153 for the same period in 2006. For the nine months ending September 30, Croff had operating revenues of, $701,237 and net income of $212,754, compared to operating revenue of $817,365 and net income of $291,276 for the same period in 2006. This decrease in income in 2007 from 2006 was due to gain from the one time sale of leases in 2006 and one time higher interest income in the third quarter of 2006. Oil and gas operations produced more income in the third quarter of 2007 than in the same quarter of 2006.

Croff is an independent energy company engaged in the business of oil and natural gas production, primarily through ownership of perpetual mineral interests and acquisition of producing oil and natural gas leases. This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

For the details of this Plan of Corporate Division and Reorganization please see our proxy filing with the Securities and Exchange Commission located here:

SEC Proxy Filing (http://www.sec.gov/Archives/edgar/data/25743/000121465906002413/0001214659-06-002413-index.htm)

Contact Information

  • For More Information Contact:
    Sarah Straughan
    Chief Accounting Officer
    Croff Enterprises, Inc.
    3773 Cherry Creek Drive Suite 1025
    Denver, Colorado 80209
    Phone: (303) 383-1555
    Email Contact