Ember Resources Inc.
TSX : EBR

Ember Resources Inc.

August 14, 2008 17:08 ET

Ember Resources Inc. Announces Proposed Changes to Board of Directors

CALGARY, ALBERTA--(Marketwire - Aug. 14, 2008) - Ember Resources Inc. ("Ember")(TSX:EBR) announced today proposed changes to its Board of Directors (the "Board") that will take effect after the closing of its acquisition of Cordero Energy Inc. ("Cordero") which is expected to occur on or about September 5, 2008.

"The acquisition of Cordero is a prime opportunity to strengthen the independence of the Board, to increase its size and to expand the breadth of experience. We are very pleased to propose a group of directors with many years of industry experience which will be invaluable as Ember moves to the next stage in its growth," said Doug Dafoe, Ember chairman and chief executive officer.

New members to be appointed to the Board are:

Donald F. Archibald is chairman of Iteration Energy ltd., an intermediate oil and gas company trading on the TSX. His +20 years industry experience includes founding and serving as chairman, president and chief executive officer of three successful TSX-listed oil and gas companies, Cyries Energy Inc., Cequel Energy Inc., and Cypress Energy Inc. Mr. Archibald holds a Bachelor of Commerce degree and a Masters in Business Administration.

Paul Beitel is senior vice-president with ARC Financial Corporation ("ARC"). He has 20 years experience in the oil and gas industry, the last 10 at ARC. He is a director of the Canadian Society for Unconventional Gas and serves on the board of directors for a number of Canadian private oil and gas companies. Mr. Beitel is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta and has a Masters in Business Administration. Equity funds advised by ARC currently hold an aggregate of approximately 10.9% of the outstanding common shares of Ember ("Ember Shares") and will hold a maximum of approximately 19.7% and a minimum of approximately 17.0% of the outstanding Ember Shares if the acquisition of Cordero is completed.

Donald J. Nelson is president of Fairway Resources Inc., a private firm providing consulting services to the oil and gas industry. A Professional Engineer, he has over 35 years oil and gas experience including serving as president and chief executive officer of Summit Resources Limited, a TSX-listed oil and gas Company. Mr. Nelson is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta and of the Society of Petroleum Engineers.

Steven J. Pully is the general counsel of Carlson Capital, L.P., a Dallas-based alternative investment firm. Mr. Pully has over 20 years of experience working in the investment industry, including being president of Newcastle Capital Management, L.P., and an energy investment banker at Banc of America Securities and Bear Stearns. Mr. Pully is licensed as an attorney and CPA in the state of Texas and is also a CFA Charterholder. Affiliates of Carlson Capital, L.P. currently hold an aggregate of approximately 7.0% of the outstanding Ember Shares and have agreed to acquire 7,317,073 additional shares of Ember, if the acquisition of Cordero is completed, which will result in ownership of approximately 8.4% to 9.6% of the outstanding Ember shares depending upon the number of shares outstanding following completion of the acquisition of Cordero.

Two members of the Board are retiring: Jack Peltier and Richard Todd, both of whom have been instrumental in the formation and guidance of Ember since its inception in 2005. Existing members of the Board who will continue to serve are: Dennis Balderston, Fox Benton, Colin Boyer, Douglas Dafoe, Tom Drolet and Jeff Van Steenbergen.

To further strengthen the independence of the Board, Colin Boyer will take on the role of chairman of the Board. Former chairman, Douglas Dafoe, will remain a director of the Company and assume the title of president and chief executive officer. A current director, Terry Meek, will resign from the Board and assume the title of executive vice-president and chief operating officer. In addition, the Company will promote Quinton Rafuse to the position of vice-president, geoscience. The rest of the management team remains unchanged and is comprised of: Bruce Ryan, Tom Zuorro, Ken Ronaghan and Steve Gell.

The proposed changes to the Board are conditional upon the completion of the acquisition of Cordero, the approval of the TSX and the passing of formal resolutions of the directors affecting the changes.

ACQUISITION OF CORDERO

Ember has entered into an agreement with Cordero to acquire all of the outstanding common shares of Cordero ("Cordero shares") by way of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement") for total consideration of $5.50 per Cordero Share, payable, at the election of each Cordero shareholder, in cash or 2.683 common shares of Ember.

A maximum aggregate of $70 million and a minimum aggregate of $55 million in cash will be payable to the Cordero shareholders under the Arrangement. To fund the cash component of the Arrangement, Ember has entered into subscription agreements to issue a total of 26,829,269 subscription receipts at a price of $2.05 each for gross aggregate proceeds of $55 million. Each subscription receipt would be converted into one Ember share upon the completion of the Arrangement with Cordero.

The Cordero shareholders will vote on the arrangement at a special meeting to be held on September 3, 2008. The directors and officers of Cordero, and certain other shareholders of Cordero representing approximately 36.4% of the outstanding Cordero shares, have agreed to vote their shares in favor of the Arrangement, subject to certain terms and conditions or the receipt of a superior offer. The Ember shareholders will vote on the Arrangement and subscription receipts financing at a special meeting to be held on September 3, 2008.

Reader Advisory

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements. More particularly, this press release contains forward looking statements concerning proposed changes to the Board of Directors of Ember. The proposed changes are subject to certain condition described in the press release and may not occur if the conditions are not satisfied. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release. Ember undertakes no obligation to update or revise any forward looking statements other than as required under applicable securities laws.

Ember Resources Inc. is a resource company specializing in coalbed methane (CBM) with extensive land and resource holdings in Alberta, Canada. Ember's shares are traded on the Toronto Stock Exchange under the trading symbol "EBR".

Contact Information

  • Ember Resources Inc.
    Mr. Douglas A. Dafoe
    Chairman & CEO
    (403) 270-0803
    (403) 270-2850 (FAX)
    or
    Ember Resources Inc.
    Mr. Terry S. Meek
    President & COO
    (403) 270-0803
    (403) 270-2850 (FAX)