Ember Resources Inc.
TSX : EBR

Ember Resources Inc.

November 09, 2005 09:30 ET

Ember Resources Inc. Announces Results for its Initial Quarter of Operations

CALGARY, ALBERTA--(CCNMatthews - Nov. 9, 2005) -

Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities law.

Ember Resources Inc. (TSX:EBR) today released financial and operating results for its initial quarter of operations. Ember commenced operations on July 7, 2005, so results are from that date for the quarter ended September 30, 2005.

Cash flow for the period totaled $926,281 ($0.04 per share basic; $0.03 per share diluted). Net loss was $155,205 ($(0.01) per share basic and diluted).

Production for the quarter averaged 2.3 mmcf/d (389 boe/d), all natural gas predominately from coal bed methane (CBM) wells. Ember's average sales price before transportation was $8.25/mcf ($49.53/boe).

"Ember emerged from its initial quarter with a strong base of CBM assets and the people and financial resources in place to continue to advance our CBM projects. We are moving forward with a $20 million capital program to the end of the year," said Doug Dafoe, Chairman and CEO. The capital program will be funded by cash flow and available cash from an equity financing in August, which raised gross proceeds of $50.05 million through the issue of 7.0 million shares at a price of $7.15 per share.

Ember is pursuing CBM projects in three cores areas which encompass a total of 296,000 net acres of CBM-dedicated lands. Capital expenditures for the quarter totaled $4.7 million for the acquisition of land, drilling, completion, and re-completion of wells in the Fenn, Manola and Rosalind areas. The Company drilled a total of 10 gross wells (9 net) which resulted in 9 net successful CBM wells.

At Fenn/Big Valley, Ember is operating a large-scale development with two drilling rigs working on a 32-well program (32 net), which is expected to conclude in late November adding approximately 2 mmcf/d in the first quarter of 2006. The program is targeting CBM production from shallow Horseshoe Canyon coals (150 to 350 metres). As part of that program, eight successful wells (8 net) were drilled in the quarter. Four wells (4.0 net) were also recompleted adding 120 mcf/d, a 50% increase in previous per-well production levels. An approximate 60 wells (60 net) are currently producing. Development will continue in the area into 2006/2007 as the Company has acreage permitting up to an additional 150 wells (140 net).

Ember's Manola property is in the demonstration phase with drilling providing production and reservoir data to determine the economic parameters for Mannville CBM development. Two of a six-well horizontal program (6 net) have been drilled and cased. The remaining wells are expected to be drilled and placed on production prior to year end which is targeting Mannville coals at a vertical depth of about 925 metres and then 1,000 metres horizontally. Four vertical CBM gas wells (4.0 net) are currently producing from two Mannville coal seams. The wells resulting from the horizontal program are expected to be on production early in 2006.

The Rosalind area is also in the demonstration phase to determine the economic parameters for Mannville CBM development. Ember has nine wells (4.5 net) producing from Mannville coals at a depth of approximately 1,000 metres. In September, two horizontal wells (1.0 net) were drilled and placed on production in November. Results of the two-well program will determine further development plans.

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements including expectations of future production, cash flow and earnings. These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ from those anticipated. These risks include, but are not limited to: the risks associated with the oil and gas industry (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), commodity price and exchange rate fluctuation and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. Additional information on these and other factors that could affect the Company's operations or financial results are included in the Company's reports on file with Canadian securities regulatory authorities.

Ember Resources Inc. is a resource company specializing in coal bed 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".



Ember Resources Inc.
Balance Sheet
(unaudited)
-----------------------------------------------------------------
As at September 30
2005
--------------
Assets

Current assets
Cash $ 5,521,644
Short term investments (note 3) 40,000,000
Accounts receivable (note 2) 1,224,670
Prepaid expenses 82,043
--------------
46,828,357
Property and equipment (note 4) 20,511,169
--------------
$ 67,339,526
--------------
--------------
Liabilities

Current liabilities
Accounts payable and accrued liabilities $ 2,814,069
Capital taxes payable 12,446
--------------
2,826,515

Asset retirement obligation (note 6) 1,533,750
--------------
4,360,265
--------------
Commitment (note 9)

Shareholders' Equity

Share capital (note 7) 62,926,882
Contributed surplus (note 7) 207,584
Deficit (155,205)
--------------
62,979,261
--------------
$ 67,339,526
--------------
--------------

See accompanying notes to financial statements


Ember Resources Inc.
Statement of Loss and Deficit
(unaudited)
-----------------------------------------------------------------
For the period from inception to September 30
2005
--------------
Revenue
Natural gas sales $ 1,774,121
Royalties (115,019)
Other income 65,928
--------------
1,725,030
--------------

Expenses
Operating 308,935
Transportation 70,627
General and administrative 406,741
Stock-based compensation (note 7) 429,396
Depletion, depreciation and accretion 652,090
--------------

1,867,789
--------------

Loss before income taxes (142,759)

Taxes (note 8)

Capital taxes (12,446)
--------------

Loss for the period and deficit, end of period (155,205)
--------------
--------------
Net loss for the period per share (note 7)

Basic and diluted $ (0.01)
--------------
--------------

See accompanying notes to financial statements


Ember Resources Inc.
Statement of Cash Flows
(unaudited)
-----------------------------------------------------------------
For the period from inception to September 30
2005
--------------
Operating activities
Net loss for the period $ (155,205)
Add items not involving cash
Depletion, depreciation and accretion 652,090
Stock-based compensation (note 7) 429,396
--------------
926,281
Change in non-cash operating working capital (1,038,530)
--------------
(112,249)
--------------

Financing activities
Proceeds on issuance of share capital,
net of share issuance costs (note 7) 55,024,438
Repayment of loan on initial transaction (note 2) (7,249,000)
Change in non-cash financing working capital 38,791
--------------
47,814,229
--------------

Investing activities
Short term investments (40,000,000)
Additions to property and equipment (4,699,877)
Change in non-cash investing working capital 2,519,541
--------------
(42,180,336)
--------------

Increase in cash and cash, end of period $ 5,521,644
--------------
--------------

See accompanying notes to financial statements


1. SIGNIFICANT ACCOUNTING POLICIES

Nature of Business and Basis of Presentation

Ember Resources Inc. ("Ember" or the "Company") was incorporated on June 3rd, 2005 and commenced commercial operations on July 7th, 2005 under a Plan of Arrangement (the "Arrangement") entered into by Thunder Energy Inc. ("Thunder"), Mustang Resources Inc. ("Mustang"), Forte Resources Inc. ("Forte"), Thunder Energy Trust, and the Company. Under the Arrangement, Ember acquired certain oil and gas properties from Thunder. At the time of this transaction, Ember and Thunder were related companies resulting in the transfer of assets to Ember from Thunder at their carrying values.

Ember is engaged in the exploration for, acquisition, development and production of natural gas coal bed methane properties in Alberta. The financial statements are stated in Canadian dollars and have been prepared in accordance with Canadian generally accepted accounting principles.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates. This is the first year of reported results and accordingly no comparative results are included.

Joint Operations

Exploration, development, and production activities may be conducted jointly with others and, accordingly, the Company only reflects its proportionate interest in such activities.

Measurement Uncertainty

The amounts recorded for depletion and depreciation of natural gas property and equipment and the provision for asset retirement obligations are based on estimates. The cost recovery ceiling test is based on estimates of proved reserves, production rates, petroleum and natural gas prices, futures cost, and other relevant assumptions. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant.

Oil and Gas Operations

The Company follows the full cost method of accounting for petroleum and natural gas operations. All costs related to the acquisition of, exploration for and development of petroleum and natural gas reserves are capitalized. Such costs include lease acquisition costs, geological and geophysical expenses, carrying charges of non-producing property, costs of drilling both productive and non-productive wells, and the cost of petroleum and natural gas production equipment.

Oil and gas assets are evaluated on an annual basis to determine that the costs are recoverable and do not exceed the fair value of the properties. The costs are assessed to be recoverable if the sum of the undiscounted cash flows expected from the production of proved reserves and the lower of cost and market of unproved properties exceed the carrying value of the oil and gas assets. If the carrying value of the oil and gas assets is not assessed to be recoverable, an impairment loss is recognized to the extent that the carrying value exceeds the sum of the discounted cash flows expected from the production of proved and probable reserves and the lower of costs and market of unproved properties. The cash flows are estimated using the future product prices and costs and are discounted using the risk-free rate.

Proceeds from the disposition of oil and gas properties are credited to the capitalized costs except for dispositions that would change the rate of depletion and depreciation by 20% or more, in which case a gain or loss would be recorded.

Depletion and Depreciation

Capitalized costs, together with estimated future capital costs associated with proved reserves, are depleted and depreciated using the unit-of-production method based on estimated gross proved reserves of petroleum and natural gas as determined by qualified independent engineers. For purposes of this calculation, reserves and production are converted to equivalent units of oil based on relative energy content of six thousand cubic feet of gas to one barrel of oil. Costs of significant unproved properties, net of impairment, are excluded from the depletion and depreciation calculation.

Other assets are recorded at cost and depreciated over their useful life on a straight line basis using the following rates:



Computer software 2 years
Computer hardware 3 years
Office furniture and fixtures 5 years


Asset Retirement Obligations

The Company records a liability for the fair value of legal obligations associated with the retirement of long-lived tangible assets in the period in which they are incurred, normally when the asset is purchased or developed. On recognition of the liability, there is a corresponding increase in the carrying amount of the related assets known as the asset retirement cost, which is depleted on a unit-of-production basis over the life of the reserves. The liability is adjusted each reporting period to reflect the passage of time, with the accretion charged to earnings, and for revisions to the estimated future cash flows. Actual costs incurred upon settlement of the obligations are charged against the liability.

Hedging

The Company may use derivative financial instruments from time to time to hedge its exposure to commodity prices and foreign exchange fluctuations. The Company would not enter into derivative financial instrument contracts for trading or speculative purposes.

The Company may enter into hedges of its exposure to petroleum and natural gas commodity prices by entering into crude oil and natural gas swap contracts, options or collars, when it is deemed appropriate. These derivative contracts, accounted for as hedges, would not be recognized on the balance sheet. Realized gains and losses on these contracts would be recognized in petroleum and natural gas revenue and cash flows in the same period in which the revenues associated with the hedged transactions are recognized. Premiums paid or received would be deferred and amortized to earnings over the term of the contract.

Gains and losses resulting from changes in the fair value of derivative contracts that do not qualify for hedge accounting would be recognized in earnings when those changes occur.

Revenue Recognition

Revenues from the sale of petroleum and natural gas are recorded when title passes to an external party.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Future tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes that date of enactment or substantive enactment.

Stock based Compensation Plan

The Company follows the fair value method of valuing stock option grants and Performance Share issues. Under this method, compensation cost, attributable to share options granted and Performance Shares issued to employees, contractors, officers and directors of Ember is measured at fair value at the date of grant and expensed over the vesting period with a corresponding increase to contributed surplus. Upon the exercise of the stock options and the conversion of Performance Shares, consideration paid together with the amount previously recognized in contributed surplus is recorded as an increase to share capital.

The Company has not incorporated an estimated forfeiture rate for stock options and Performance shares that will not vest; rather, the Company will account for actual forfeitures as they occur.

Per Share Information

Per share information is calculated on the basis of the weighted average number of Common Shares outstanding during the fiscal year. Diluted per share information reflects the potential dilution that could occur if securities or other contracts to issue Common Shares were exercised or converted to Common Shares. Diluted per share information is calculated using the treasury stock method which assumes that any proceeds received by the Company upon exercise of in-the-money stock options plus the unamortized stock compensation expense would be used to buy back common shares at the average market price for the period. Performance shares (contingently issuable shares) are based on the shares that would be issuable, if the end of the reporting period were the end of the contingency period, and the result would be dilutive.

2. TRANSFER OF ASSETS AND COMMENCEMENT OF COMMERCIAL OPERATIONS

Under the Arrangement, Thunder transferred to Ember certain producing and exploratory petroleum and natural gas properties. At the time of this transaction, Ember and Thunder were related companies resulting in a transfer of assets to Ember from Thunder at their carrying value as follows:



Net assets received:
Petroleum and natural gas properties $ 16,431,468
Cash 2,208,092
Debt and payable (7,249,000)
Asset retirement obligation (1,501,836)
-------------------------------------------------------------------
Common Shares issued (20,323,130 shares) (Note 7) $ 9,888,724
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-------------------------------------------------------------------


Relationship with Thunder Energy Inc.

As a result of the Plan of Arrangement, Ember and Thunder have joint interest in certain properties and undeveloped land. These joint interest properties are governed by standard industry agreements.

As at September 30, 2005, accounts receivable included $1,100,000 due from Thunder, which included standard joint venture amounts including revenue. During the period, Ember reimbursed approximately $317,000 to Thunder for capital expenditures incurred between the announcement of the Arrangement and the formation of Ember that related to properties owned by Ember.

3. SHORT-TERM INVESTMENTS

Short-term investments consist of $40 million placed in a variable rate GIC with a Canadian chartered bank with a maturity at August 30, 2006. Redemption of the GIC either in whole or in part can be done at any time without penalty prior to maturity. Interest is earned at the bank's prime lending rate less 2.05%. For the quarter ended September 30, 2005, interest income of $68,000 was earned on this investment.



4. PROPERTY AND EQUIPMENT

September 30, 2005
-------------------------------------------------------------------
Petroleum and natural gas properties $ 21,131,345
Accumulated depletion and depreciation (620,176)
-------------------------------------------------------------------
Net book value $ 20,511,169
-------------------------------------------------------------------
-------------------------------------------------------------------


As at September 30, 2005, the depletion calculation excluded unproved properties of $11.9 million.

5. CREDIT FACILITIES

The Company has a $2.5 million demand revolving operating credit facility with a Canadian chartered bank. The credit facility provides that advances may be made by way of direct advances, banker's acceptances, or standby letters of credit/guarantees. Direct advances bear interest at the bank's prime lending rate plus an applicable margin for Canadian dollar advances and at the bank's U.S base rate plus an applicable margin for U.S. dollar advances. The applicable margin charged by the bank is dependent upon the Company's debt to trailing cash flow ratio. The banker's acceptances bear interest at the applicable banker's acceptance rate plus an explicit stamping fee based upon the Company's debt to trailing cash flow ratio. The credit facilities are secured by a fixed and floating charge debenture on the assets of the Company. No amounts were drawn on the facility at September 30, 2005.

6. ASSET RETIREMENT OBLIGATION

The total future asset retirement obligation was estimated based on the Company's net ownership interest in all wells and facilities, the estimated cost to abandon and reclaim the wells and facilities and the estimated timing of the cost to be incurred in future periods. The total undiscounted amount of the estimated cash flows required to settle the retirement obligation is approximately $3.2 million which will be incurred over the next 11 years with the majority of costs incurred between 2012 and 2013. A credit adjusted risk-free rate of 8.5 percent and an inflation rate of 1.5 percent was used to calculate the present value of the asset retirement obligation.

The following table reconciles the Company's asset retirement obligations:



September 30, 2005
-------------------------------------------------------------------
Carrying amount, beginning of period -
Transfer of assets through Plan of
Arrangement (Note 2) 1,501,836
Liabilities incurred -
Accretion expense 31,914
-------------------------------------------------------------------
Balance, end of period 1,533,750
-------------------------------------------------------------------
-------------------------------------------------------------------


7. SHARE CAPITAL

Authorized

An unlimited number of voting Common Shares; without nominal or
par value
1,400,000 non-voting Performance Shares, without nominal or par
value

Issued

------------------------------------------------------------------------
Number
of shares Amount
------------------------------------------------------------------------
Common Shares
Issued pursuant to Plan of Arrangement
(Note 2) 20,323,130 $ 9,888,724
Issued pursuant to private placement
for cash 3,108,808 6,000,859
Issued for cash 7,000,000 50,050,000
Share issue costs - (3,248,513)
Stock based compensation re-classed to
share capital 221,812
------------------------------------------------------------------------
Outstanding as at September 30, 2005 30,431,938 $62,912,882
------------------------------------------------------------------------
------------------------------------------------------------------------
Performance Shares
Outstanding as at September 30, 2005 1,400,000 14,000
------------------------------------------------------------------------
Total share capital as at September 30, 2005 $62,926,882
------------------------------------------------------------------------
------------------------------------------------------------------------


Issue of Common Shares and Performance Shares

On July 6, 2005, prior to the completion of the Arrangement, Ember completed a private placement of 3,108,808 non-voting Common Shares at a price of $1.93 per share, and 1,400,000 non-voting Performance Shares ("Performance Shares") at a price of $0.01 per share for total gross proceeds of $6.0 million. Pursuant to the Arrangement, the outstanding non-voting Common Shares of Ember were exchanged for Common Shares.

100% of the shares issued pursuant to the private placement were acquired by contractors, employees, officers or directors of the Company, or Thunder ("Deemed Service Providers"). For Deemed Service Providers, Common Shares acquired through the private placement are held in escrow and will be released equally on each of January 9, 2006, July 10, 2006, and July 5, 2007. No securities will be released from escrow after the date the shareholder ceases to be a service provider. Upon the shareholder ceasing to be a service provider, Ember will repurchase for cancellation all of the securities of the shareholder then held in escrow at a price equal to the lesser of $1.93 per share and the market price of the common shares of Ember on the last day of trading immediately prior to the shareholder ceasing to be a service provider.

Each Performance Share is convertible into a fraction of a Common Share equal to the closing trading price of the Common Shares on the Toronto Stock Exchange on the day prior to such conversion, less $1.93, if positive, divided by the Common Share closing price. One-third of the Performance Shares will be convertible into Ember Common Shares on each of the first, second, and third anniversaries of the closing of the Plan of Arrangement, which is July 6, 2005, provided the shareholder is an Ember service provider at that date. Upon a holder of Performance Shares ceasing to be a service provider, the Company may, subject to applicable law, redeem each Performance Share at a redemption price of $0.01/share.

Pursuant to the Arrangement, a total of 20,323,130 Common Shares were issued by Ember. Of this amount 18,940,214 Common Shares were issued on July 6, 2005 to the former shareholders of Thunder and Mustang in exchange for property (note 2). A further 1,382,916 Common Shares were issued to former employees, officers, and directors ("Option Holders") in exchange for cash proceeds of $2,208,092 as final settlement of share options held by the Option Holders in Thunder. As part of this settlement Ember incurred a one time charge of $ 221,812 relating to stock based compensation costs transferred to Ember as its share of vested options from the Thunder reorganization that created Ember.

On August 31, 2005, the Company issued 7,000,000 Common Shares at a price of $7.15 per share. The proceeds, net of share issue costs of $3.04 million, were $47.0 million.

Total outstanding common shares as at October 31, 2005 totaled 30,431,938.

Earnings per Share

The following table summarizes the Common Shares used in calculating the net loss per common share:



Period ended
Weighted average Common Shares September 30, 2005
------------------------------------------------------------------------
Basic 25,735,984
Diluted 26,542,876
------------------------------------------------------------------------
------------------------------------------------------------------------


The reconciling items between the basic and diluted average Common Shares outstanding is stock options and Performance Shares.

Stock Options

The following table sets forth a reconciliation of stock option plan activity through to September 30, 2005



Number of Weighted average
Options Exercise price $
------------------------------------------------------------------------
Opening Balance - -
Granted 285,000 7.27
------------------------------------------------------------------------
Balance, September 30, 2005 285,000 7.27
------------------------------------------------------------------------
------------------------------------------------------------------------


Stock based Compensation

The Company accounts for its stock based compensation plan using the fair value method. Under this method, a compensation cost is charged over the vesting period for options and Performance Shares granted to employees, contractors, officers, and directors with a corresponding increase to contributed surplus. Ember incurred stock based compensation expense during the period from three sources: a one time charge relating to stock based compensation costs transferred to Ember as its share of vested options from the Thunder reorganization that created Ember; ongoing costs from the regular option plan; and ongoing costs from the Performance Share plan.

The following table reconciles the Company's contributed surplus balance:



Period ended
September 30, 2005
------------------------------------------------------------------------
Opening Balance -
Stock based compensation expense
On closing Plan of Arrangement 221,812
Stock options 40,270
Performance Shares 167,314
----------
429,396
Re-classed to share capital on finalization
of Plan of Arrangement (221,812)
------------------------------------------------------------------------
Balance, September 30, 2005 207,584
------------------------------------------------------------------------
------------------------------------------------------------------------


The fair value of each option and Performance Share granted is estimated on the date of grant using the Black-Scholes option pricing model with weighted average assumptions and resulting values for grants as follows:



Period ended
September 30, 2005
------------------------------------------------------------------------
Risk free interest rate (%) 3.62
Expected life Performance Shares (years) 3.00
Expected life stock options (years) 5.00
Expected volatility (%) 60
------------------------------------------------------------------------

Results (per share)
Fair value of options granted $ 3.96
Fair value of Performance Shares granted $ 0.83
------------------------------------------------------------------------
------------------------------------------------------------------------


8. TAXES

Tax Expense

The combined provision for taxes in the statement of loss and deficit reflects an effective tax rate which differs from the expected statutory tax rate. Differences were accounted for as follows:




Period ended
September 30, 2005
------------------------------------------------------------------------
Loss before income taxes $ 142,759
Statutory income tax rate 37.62%
------------------------------------------------------------------------
Expected income taxes (recovery) $ (53,706)
Add (deduct):
Non-deductible Crown charges 28,889
Resource allowance (12,399)
Stock based compensation 161,539
Tax reductions from unrecorded temporary
differences and other (124,323)
------------------------------------------------------------------------
Future income tax expense (recovery) $ -
------------------------------------------------------------------------
------------------------------------------------------------------------


Future Income Taxes

Balance as at
September 30, 2005
------------------------------------------------------------------------
Property and equipment $ 11,352,531
Asset retirement obligations 432,748
Share issue cost 1,222,091
------------------------------------------------------------------------
13,007,370
Less: valuation allowance (13,007,370)
------------------------------------------------------------------------
Future income tax asset $ -
------------------------------------------------------------------------
------------------------------------------------------------------------


As at September 30, 2005, the Company has tax deductions of approximately $53.85 million that are available to shelter future taxable income.

9. COMMITMENT

The Company has a four year lease space commitment commencing October 1, 2005 obligating the Company to annual lease payments, including base rent and operating costs as follows:



2005 $ 71,000
2006 $ 286,000
2007 $ 288,000
2008 $ 294,000
2009 $ 221,000


Management Discussion and Analysis

The following Management's Discussion & Analysis ("MD&A") is intended to assist in the understanding of the trends and significant changes in the financial condition and results of operations of Ember Resources Inc. ("Ember" or the "Corporation" or the "Company") for the period ended September 30, 2005. Ember was incorporated on June 3rd, 2005 and commenced commercial operations on July 7th, 2005. All references in this report to quarter information cover the report from commencement of operations to September 30. The following information has been prepared by management in accordance with Canadian generally accepted accounting principles ("GAAP") and should be read in conjunction with the unaudited financial statements, notes and MD&A for the periods ended June 30 and September 30, 2005. This MD&A is dated as of November 8, 2005.

BASIS OF PRESENTATION

The financial data presented below has been prepared in accordance with "GAAP". The reporting and the measurement currency is the Canadian dollar.

NON-GAAP MEASUREMENTS

This MD&A contains the term "cash flow from operations". This measurement should not be considered an alternative to, or more meaningful than, cash flow from operating activities as determined in accordance with GAAP as an indicator of the Corporation's performance. The Corporation's determination of cash flow from operations may not be compatible to that reported by other companies. The reconciliation between net earnings and cash flow from operations can be found in the statement of cash flows contained herein. The Corporation also presents cash flow from operations per share whereby per share amounts are calculated using weighted average shares outstanding consistent with the calculations used in determining earnings per share. Ember's peer companies in the oil and gas industry use the same definitions and for consistency the Corporation will continue to report in this manner.

BOE PRESENTATION

Petroleum and natural gas reserves and volumes are converted to a common unit of measure of one barrel of oil equivalent (boe) on a basis of six thousand cubic feet (mcf) of gas to one barrel (bbl) of oil. This conversion ratio is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

FORWARD-LOOKING STATEMENTS

Statements throughout this report that are not historical facts may be considered "forward-looking statements." These forward-looking statements sometimes include words to the effect that management believes or expects a stated condition or result. All estimates and statements that describe the Corporation's objectives, goals or future plans are forward-looking statements. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to any number of factors, including such variables as new information regarding recoverable reserves; changes in demand for, and commodity prices of crude oil and natural gas; legislative, environmental and other regulatory or political changes; competition in areas where the Corporation operates, and other factors discussed in this report.



HIGHLIGHTS
($ thousands, except per share amounts)

--------------------------------------------------------
Three months ended Sept 30 2005
--------------------------------------------------------
Gross revenue $ 1,774
Net loss $ (155)
- per share - basic $ (0.01)
- per share - diluted $ (0.01)
Cash flow from operations $ 926
- per share - basic $ 0.04
- per share - diluted $ 0.03
Capital expenditures $ 4,700
Total assets $ 67,340
Working capital $ 44,002
Avg Shares o/s - basic 25,735,984
Avg Shares o/s - diluted 26,542,876
--------------------------------------------------------
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OPERATING HIGHLIGHTS

--------------------------------------------------------
Three months ended Sept 30 2005
--------------------------------------------------------
Daily avg gas production (mmcf/d) 2.336
Daily avg production (boe/d) 389
Total production (boe) 35,819
Total production (mmcf) 214.9
Barrel of oil equivalent ($/boe)
Sales price $49.53
Royalties 3.21
Operating expense 8.62
Transportation expense 1.97
Operating netback $35.73
CBM wells drilled - gross 10
CBM wells drilled - net 9
Land (000s of net acres) 296
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CREATION OF EMBER

Ember commenced commercial operations on July 7, 2005 under a Plan of Arrangement (the "Arrangement") entered into by Thunder Energy Inc. ("Thunder"), Mustang Resources Inc., Forte Resources Inc., Thunder Energy Trust and the Company. Under the Arrangement, Ember acquired certain oil and gas properties from Thunder. The Company began operations with approximately 350 boe/d of production and averaged 389 boe/d for the quarter, all natural gas.

NET EARNINGS AND CASH FLOW FROM OPERATIONS

Net loss after taxes was $155,205 for the quarter. Basic and diluted net loss per share for the period were $(0.01) per share. Cash flow from operations was $926,281 for the quarter. On a per share basis, cash flow from operations was $0.04 basic, and $0.03 diluted.

The following table summarizes Ember's operating netback and cash flow from operations on a boe basis for the quarter ended September 30, 2005.



Three months ended
($/boe) September 30, 2005
--------------------------------------------------------
Natural gas revenues 49.53
Royalties (3.21)
--------------------------------------------------------
46.32
Operating expense (8.62)
Transportation expense (1.97)
--------------------------------------------------------
Operating netback 35.73
Interest income and other 1.84
General and administrative expense (11.36)
Capital taxes (0.35)
--------------------------------------------------------
Cash flow from operations 25.86


PRODUCT PRICING

--------------------------------------------------------
Three months ended Sept 30 Natural gas ($/mcf) 2005
--------------------------------------------------------
AECO Q3 average price ($/mcf) $ 8.79
NYMEX Q3 average price (US$/mcf) $ 9.73
Avg foreign exchange rate (Cdn/US) $ 0.8325
Sept 30 foreign exchange rate (Cdn/US) $ 0.8601
Ember price before transportation ($/mcf) $ 8.25
Transportation ($/mcf) $ 0.33
Ember price at the wellhead ($/mcf) $ 7.92
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REVENUE and PRODUCTION

--------------------------------------------------------
Three months ended Sept 30 2005
--------------------------------------------------------
Natural gas production (mcf) 214,914
Natural gas production (boe) 35,819
Avg natural gas production (mcf/d) 2,336
Avg production (boe/d) 389
Natural gas revenue ($000s) 1,774,120
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Ember's production is entirely natural gas from coal bed methane wells. The Company began operations on July 7th, 2005 with approximately 350 boe/d of production. The average for the period was 389 boe/d, or 2,336 mcf/d.



ROYALTIES

--------------------------------------------------------
Three months ended September 30 2005
--------------------------------------------------------
Natural gas ($/mcf) 0.54
Natural gas ($/boe) 3.21
Royalties as a % of revenue 6.48%
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Royalties are calculated and paid based on revenue, net of associated transportation cost, and before any commodity hedging gains or losses.



OPERATING AND TRANSPORTATION EXPENSE

--------------------------------------------------------
Three months ended September 30 2005
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Operating expense ($000s) $ 309
Transportation expense (000s) $ 71
Operating expense ($/boe) $ 8.62
Transportation expense ($/boe) $ 1.97
Total operating & transportation exp ($/boe) $10.59
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Transportation expense relates to costs of transporting Ember's natural gas production on major pipelines.



DEPLETION, DEPRECIATION, AMORTIZATION, AND ACCRETION (DD&A)

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Three months ended Sept 30 2005
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DD&A expense ($000s) $ 652
$/boe $18.21
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For the quarter, depletion and depreciation of capital assets and the accretion of the asset retirement obligations was $0.652 million ($18.21/boe). The assets allocated to Ember in the Plan of Arrangement were transferred at the historic net book value of Thunder, which established the starting point for the depletable asset base. The net book value transferred to Ember was determined based on the ratio of discounted future net revenue of the property and land transferred from Thunder to the discounted future net revenue of all proved reserves and land of Thunder in accordance with the oil & gas full cost accounting guideline.



GENERAL AND ADMINISTRATIVE EXPENSE

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Three months ended September 30 2005
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G&A expense ($000s) $ 407
$/boe $11.36
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No general and administrative (G&A) expenses were capitalized during the quarter. As activity increases, the Company will apply overhead charges, which are charged to specific well operations, and reduce G&A as is customary in the industry.



STOCK-BASED COMPENSATION

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Three months ended Sept 30 2005
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Stock-based compensation expense ($000s) $ 429
$/boe $11.99
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The Corporation's stock option plan provides current employees, officers, directors, and consultants with the right to elect to receive Common Shares through both a Performance Share plan and a regular stock option plan. The plans balance the need for a long-term compensation program to retain employees, while reducing the impact of dilution on the current shareholders, and the reporting of the expense associated with stock options. The cost of the plan is transparent as changes in the intrinsic value of outstanding options are expensed.

Stock-based compensation expense totaled $429,396 for the quarter. This amount includes a one-time charge of $221,812 related to stock-based compensation costs transferred to Ember as its share of vested options from the Thunder reorganization that created Ember. Based on the current level of outstanding options and performance shares, stock-based compensation will approximate $225,000 in each of the next several quarters.

INCOME TAXES

Ember has deductible tax pools and share issue costs totaling $53.85 million that are available to shelter future taxable income. The Company has unrecorded future income tax assets totaling $13 million resulting from deductible temporary differences. These differences are the result of deductions for tax purposes in excess of deductible amounts for accounting purposes. The following table outlines carry-forward tax deductions.



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Three months ended September 30 ($000s) 2005
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COGPE $44,150
CDE $ 2,750
CCA classes $ 3,700
Share issue costs $ 3,250
Total asset additions $53,850
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CAPITAL EXPENDITURES

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Three months ended September 30 ($000s) 2005
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Land & property acquisitions $ 1,583
Drilling & completions $ 3,068
Other equipment $ 49
Initial property acquisition for share
consideration $16,431
Total asset additions $21,131
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During the quarter, capital expenditures totaled $21.1 million. Included in that amount was approximately $0.3 million for capital expenditures incurred by Thunder which were related to lands owned by Ember but were incurred between the announcement of the Plan of Arrangement and quarter end. The initial non-cash transaction with Thunder resulted in the acquisition of land and approximately 350 boe/d in exchange for Common Shares of Ember with a recorded value of $16,431,000.



LIQUIDITY AND CAPITAL RESOURCES

CAPITALIZATION AND CAPITAL RESOURCES

Share Capital
(000s) September 30, 2005
------------------------------------------------------------------------
Outstanding Common Shares
Weighted average outstanding Common Shares (1)
- Basic 25,736
- Diluted 26,543
Outstanding securities at September 30, 2005
- Common Shares 30,432
- Common Share options 285
- Performance Shares 1,400


(1) Per share information is calculated on the basis of the weighted average number of Common Shares outstanding during the fiscal year. Diluted per share information reflects the potential dilution that could occur if securities or other contracts to issue Common Shares were exercised or converted to Common Shares. Diluted per share information is calculated using the treasury stock method which assumes that any proceeds received by the Company upon exercise of in-the-money stock options, plus the unamortized stock compensation expense would be used to buy back Common Shares at the average market price for the period. Performance shares (contingently issuable shares) are calculated based on the shares that would be issuable, if the end of the reporting period were the end of the contingency period, and the result would be dilutive.



Total Market Capitalization

The Company's market capitalization at September 30, 2005 was $216.0
million.

($000, except per share amount) Sept 30, 2005

Common Shares outstanding 30,342
Share price (1) 7.12

Total market capitalization 216,035

(1) Represents the last price traded on the TSX on September 30, 2005.


Capital Resources

At September 30, 2005, the Company had working capital of $44.0 million. The Company has a credit facility of $2.5 million at September 30, 2005, on which no amount was outstanding.

The Company's investing activities consisted primarily of expenditures on the initial acquisition and on its drilling program. These activities were funded by cash flow from operations and cash on hand. The cash on hand was generated from the Company's initial private placement on July 7, 2005 of 3,108,808 non-voting Common Shares at a price of $1.93 per share, and 1,400,000 non-voting Performance Shares ("Performance Shares") at a price of $0.01 per share for total gross proceeds of $6.0 million. Pursuant to the Plan of Arrangement, the outstanding non-voting Common Shares of Ember were exchanged for voting Common Shares ("Common Shares"). In addition, 7.0 million Common Shares were issued on August 31, 2005 at $7.15 per Common Share resulting in gross proceeds of $50.0 million.



($000s) September 30, 2005
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Capital resources
Working capital 44,002
Bank debt available 2,500
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Total capital resources available 46,502


Based on capital resources currently available, the Company is in a position to execute its capital program for the remainder of 2005.

Bank Facility

As at September 30, 2005, Ember had available a $2.5 million credit facility with a Canadian chartered bank. This borrowing base facility is determined based on, among other things, the Company's current reserve report, results of operations, current and forecasted commodity prices and the current economic environment.

Working Capital

The industry has a pre-arranged monthly clearing day for payment of revenues from all buyers of crude oil and natural gas. This occurs on the 25th day following the month of sale. As a result, the Company's production revenues are collected in an orderly fashion. For the quarter ended September 30, 2005, these revenues were collected for sales in the month of July and August by Thunder. At September 30, 2005, a receivable balance of $1.1 million was due from Thunder for joint well operations.

For the remainder of 2005, these revenues will be collected by Ember. The Company will continue to monitor its revenue counterparty credit positions to mitigate any potential credit losses. For activities conducted with joint venture partners, Ember collects its partners' share of capital and operating expenses on a monthly basis. These revenues are subject to normal collection risk. At September 30, 2005, the Company had no material accounts receivable it deemed uncollectible.

Accounts payable consist of amounts payable to suppliers relating to head office, field operating activities and capital spending activities. These invoices are processed within the Company's normal payment period.

The Company continuously manages the pace of its capital spending program by monitoring forecasted production and commodity prices and resulting cash flows. Should circumstances affect cash flow in a detrimental way, the Company is capable of altering capital spending activity levels.

2005 Capital Program

Production growth for the remainder of 2005 will be derived from approximately $20.0 million of capital spending for the drilling of up to 35 gross wells (35 net), all targeting natural gas in coal bed methane zones. This program will be funded by available cash and cash flow from operations.

CRITICAL ACCOUNTING ESTIMATES

In the preparation of the financial statements, it was necessary for Ember to make certain estimates that were critical to determining assets, liabilities and net income. None of these estimates affect the determination of cash flow, but do have a significant impact in the determination of net income. The following are some of those critical measures.

Depletion and Depreciation Expense

The Company uses the full cost method of accounting for exploration and development activities whereby all cost associated with these activities are capitalized, whether successful or not. The aggregate of capitalized cost, net of certain cost related to unproved properties, and estimated future development costs is amortized using the unit-of-production method based on estimated proved reserves. Changes in estimated proved reserves or future development costs have a direct impact on depletion and depreciation expense. Certain costs related to unproved properties and major development projects may be excluded from costs subject to depletion until proved reserves have been determined or their value is impaired. These properties are reviewed quarterly to determine if proved reserves should be assigned, at which point they would be included in the depletion calculation, or for impairment, for which any write-down would be charged to depletion and depreciation expense.

Full Cost Accounting Ceiling Test

Oil and gas assets are evaluated at least annually to determine that the costs are recoverable and do not exceed the fair value of the properties. Costs are assessed to be recoverable if the sum of the undiscounted cash flows expected from the production of proved reserves and the lower of cost and market of unproved properties exceed the carrying value of the oil and gas assets. If the carrying value of the oil and gas assets is not assessed to be recoverable, an impairment loss is recognized to the extent that the carrying value exceeds the sum of the discounted cash flows expected from the production of proved and probable reserves and the lower of cost and market of unproved properties. The cash flows are estimated using future product prices and costs and are discounted using the risk-free rate. By their nature, these estimates are subject to measurement uncertainty and the impact on the financial statements could be material. Any impairment would be charged as additional depletion and depreciation expense.

Asset Retirement Obligations

The Company records a liability for the fair value of legal obligations associated with the retirement of long-lived tangible assets in the period in which they are incurred, normally when the asset is purchased or developed. On recognition of the liability, there is a corresponding increase in the carrying amount of the related asset known as the asset retirement cost. The total future asset retirement obligation is an estimate based on the Company's net ownership interest in all wells and facilities, the estimated cost to abandon and reclaim the wells and facilities, and the estimated timing of the costs to be incurred in future periods. The total undiscounted amount of the estimated cash flows required to settle the asset retirement obligation is an estimate that is subject to measurement uncertainty and any change would impact the liability.

Income Taxes

The determination of the Company's income and other tax liabilities requires interpretation of complex laws and regulations involving multiple jurisdictions. All tax filings are subject to audit and potential reassessment after the lapse of considerable time. Accordingly, the actual income tax liability may differ significantly from that estimated and recorded.

A) BUSINESS RISKS

Ember is engaged in the exploration, development and production of coal bed methane based natural gas. The oil and gas business is inherently risky and there is no assurance that hydrocarbon reserves will be discovered and economically produced. Operational risks include competition, reservoir performance uncertainties, environmental factors, and regulatory, environment and safety concerns. Financial risks associated with the petroleum industry include fluctuations in commodity prices, interest rates, currency exchange rates and the cost of goods and services. The following are key risk areas for the company.

Safety and Environmental Matters

The oil and natural gas industry is subject to extensive regulation pursuant to various municipal, provincial, national, and international conventions and regulations. Environmental legislation encompasses, among other things, restrictions and prohibitions on spills, releases and/or emissions of various substances produced in association with oil and natural gas operations. The Company is committed to meeting and exceeding its environmental and safety responsibilities. The Company has in place an environmental and safety policy designed, at minimum, to comply with current government regulations set for the oil and natural gas industry. Changes to governmental regulations are closely monitored to ensure compliance. Environmental reviews are completed as part of the due diligence process when evaluating acquisitions. Although Ember maintains adequate insurance commensurate with industry standards to cover reasonable risk and potential liabilities associated with its activities, as well as insurance coverage for officers and directors executing their corporate duties, the nature of these risk is such that liabilities could exceed policy limits, in which event the Company could incur significant cost that could have an adverse effect upon its financial condition.

Operational Risks

Oil and natural gas exploration operations are subject to all the risks and hazards typically associated with such operations, including hazards such as fire, explosion, blowouts, cratering and oil spills, each of which could result in substantial damage to oil and natural gas wells, producing facilities, other property and the environment or in personal injury. In accordance with industry practice, Ember is not fully insured against all of these risks, nor are all such risks insurable. Although Ember maintains liability insurance in an amount that it considers adequate, the nature of these risks is such that liabilities could exceed policy limits, in which event Ember could incur significant costs that could have a materially adverse effect upon its financial condition. Oil and natural gas production operations are also subject to all the risks typically associated with such operations, including premature decline of reservoirs and the invasion of water into producing formations.

Oil and natural gas exploration and development activities are dependent on the availability of drilling and related equipment in the particular areas where such activities will be conducted. Demand for such limited equipment or access restrictions may affect the availability of such equipment to Ember and may delay exploration and development activities. To the extent that Ember is not the operator of its oil and gas properties, the Company is dependent on such operators for the timing of activities related to such properties and is largely unable to direct or control the activities of the operators. The Company attempts to mitigate this risk by developing strong relationships with suppliers and contractors.

Volatility of Oil and Gas Prices and Markets

Both oil and natural gas prices are unstable and subject to fluctuation. Any material decline in prices could reduce the Company's net production revenue. The economics of producing from some wells may change as a result of lower prices, which could result in a reduction in the volumes of Ember's reserves. Ember might also elect not to produce from certain wells at lower prices. All of these factors could result in a material decrease in Ember's net production revenue causing a reduction in its oil and gas acquisition and development activities. In addition, bank borrowings available to Ember are, in part, determined by the Company's borrowing base. A sustained material decline in prices from historical average prices could further reduce its borrowing base and thus, bank credit available and could require repayment of a portion of its bank debt.

From time to time, Ember may enter into agreements to receive fixed prices on its oil and natural gas production to offset the risk of revenue losses if commodity prices decline; however, if commodity prices increase beyond the levels set in such agreements, Ember will not benefit from such increases.

Technology Risk

The Company relies on information technology to manage its day to day operations and perform reporting obligations including the preparation of financial statements, reporting to joint partners, and various governments in relation to payment of royalties and taxes.

Permits and Licences

The operations of Ember may require licences and permits from various governmental authorities. There can be no assurance that Ember will be able to obtain all necessary licences and permits that may be required to carry out exploration and development at its projects.

Foreign Currency Exposure

From time to time Ember may enter into agreements to fix the exchange rate of Canadian to United States dollars in order to offset the risk of revenue losses if the Canadian dollar increases in value compared with the United States dollar, or the risk of increased repayments on United States dollar denominated debt if the Canadian dollar declines in value compared to the United States dollar, However, if the Canadian dollar declines in value compared with the United States dollar, it will not benefit from the fluctuating exchange rate.

Title to Properties

Although title reviews are completed according to industry standards prior to the purchase of most oil and natural gas producing properties, or the commencement of drilling wells as determined appropriate by management, these reviews do not guarantee or certify that an unforeseen defect in the chain of title will not arise to defeat a claim of Ember, which could result in a reduction of the revenue received by the Company.

Reserve Estimates

There are numerous uncertainties inherent in estimating economically recoverable quantities of oil and gas reserves (including natural gas liquids) and cash flows to be derived from these reserves, including many factors beyond the control of Ember. These estimates include a number of assumptions relating to factors such as initial production rates, production decline rates, ultimate recovery of reserves, timing and amount of capital expenditures, marketability of production, future prices of oil and natural gas, operating costs and royalties and other government levies that may be imposed over the producing life of the reserves. These assumptions are based on price forecasts in use at the date the relevant evaluations were prepared, and many of these assumptions are subject to change and are beyond the control of Ember. Actual production and cash flows derived from reserves will vary from these evaluations, and such variations could be material.

Reserve Replacement

Ember's future oil and natural gas reserves, production, and cash flows to be derived therefrom are highly dependent on successfully acquiring or discovering new reserves. Without the continual addition of new reserves, any existing reserves Ember may have at any particular time and the production therefrom will decline over time as such existing reserves are exploited. A future increase in reserves will depend not only on Ember's ability to develop any properties it may have from time to time, but also on its ability to select and acquire suitable producing properties or prospects. There can be no assurance that Ember's future exploration and development efforts will result in the discovery and development of additional commercial accumulations of oil and natural gas.

To mitigate this risk, Ember has assembled a team of experienced technical professionals who have expertise in operating and exploring areas which the Company has identified as being the most prospective for increasing Ember's reserves on an economic basis. To further mitigate reserve replacement risk, the Company has targeted a majority of its prospects in areas which have multi-zone potential, and employs advanced geological and geophysical techniques to increase the likelihood of finding additional reserves.

Substantial Capital Requirements; Liquidity

Ember may have to make substantial capital expenditures for the acquisition, exploration, development and production of oil and natural gas reserves in the future. If revenues or reserves decline, Ember may have limited ability to expend the capital necessary to undertake or complete future drilling programs. There can be no assurance that debt or equity financing or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require Ember to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on its financial condition, results of operations or prospects.

Issuance of Debt

From time to time Ember may enter into transactions to acquire assets or shares of other corporations. These transactions may be financed partially or wholly through debt, which may increase debt levels above industry standards. Ember's articles and by-laws do not limit the amount of indebtedness it may incur. The level of Ember's indebtedness from time to time could impair its ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise.

Kyoto Protocol

In 1994, the United Nations' Framework Convention on Climate Change came into force and three years later led to the Kyoto Protocol which will require nations to reduce their emissions of carbon dioxide and other greenhouse gases. In December 2002, the Government of Canada ratified and signed the Kyoto Protocol. The Kyoto Protocol has now come into effect. As a result of the ratification of the Kyoto Protocol and the adoption of legislation or other regulatory initiatives designed to implement its objectives by the federal or provincial governments, reductions in greenhouse gases from crude oil and natural gas producers may be required which could result in, among other things, increased operating and capital expenditures for those producers, including Ember, which may make certain production of crude oil and natural gas by those producers uneconomic resulting in reductions in such production. Until such legislation or other regulatory initiatives are finalized, the impact of the Kyoto Protocol and any such legislation adopted as a result of its ratification remains uncertain. The direct or indirect costs of such legislation or regulatory initiatives may adversely affect the business of Ember.

Corporate Matters

To date, Ember has not paid any dividends on its outstanding Common Shares. Certain of the directors and officers of Ember are also directors and officers of other oil and gas companies involved in natural resource exploration and development, and conflicts of interest may arise between their duties as officers and directors of Ember, as the case may be, and as officers and directors of such other companies.

Reliance on Key Personnel

The success of Ember is largely dependent upon the performance of its management and key employees. Ember does not have any key man insurance policies and, therefore, there is a risk that the death or departure of any member of management or any key employee could have a material adverse affect on the Company. In addition, the competition for qualified personnel in the oil and natural gas industry is intense and there can be no assurance that the Company will be able to continue to attract and retain all personnel necessary for the development and operation of the business. Investors must rely upon the ability, expertise, judgment, discretion, integrity and good faith of Ember's management.

ADDITIONAL INFORMATION

Additional information relating to Ember is filed on SEDAR and can be viewed at www.sedar.com. Information can also be obtained by contacting the Company at Ember Resources Inc., Suite 800, 521 - 3rd Avenue, SW, Calgary, Alberta, Canada T2P 3T3. Information is also accessible on the Company's website at www.emberresources.com.

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)
    Website: www.emberresources.com