Ember Resources Inc.
TSX : EBR

Ember Resources Inc.

June 19, 2008 10:45 ET

Ember Resources Inc. Increases and Extends Its Proposal to Acquire all of the Outstanding Shares of Cordero Energy Inc.

CALGARY, ALBERTA--(Marketwire - June 19, 2008) - Ember Resources Inc. (TSX:EBR) ("Ember") announces that it has provided Cordero Energy Inc. (TSX) ("Cordero") a new proposal to acquire, by way of a plan of arrangement under the Business Corporations Act (Alberta), all of the outstanding common shares of Cordero ("Cordero Shares") for increased consideration of $5.50 per Cordero Share, payable at the election of each Cordero shareholder in cash or 2.683 common shares of Ember ("Ember Shares") at a deemed price of $2.05 per Ember Share. The proposal is open for acceptance by Cordero until 5:00 p.m. (Calgary time) on June 28, 2008, which is one day following the expiry at 4:30 p.m. (Calgary time) on June 27th of the outstanding cash offer of $4.75 per Cordero Share made by ENMAX Acquisition Corp. (the "Enmax Offer").

An aggregate of $70 million in cash would be payable to the Cordero shareholders under the proposal. In the event that the Cordero shareholders elected, in the aggregate, to receive more than $70 million in cash, the amount of cash to be received by a holder electing to receive cash with respect to a Cordero Share would be reduced proportionately and the balance of the purchase price for that Cordero Share would be paid by a portion of an Ember Share at a deemed price of $2.05 per Ember Share. In the event that the Cordero shareholders elected, in the aggregate, to receive less than $70 million in cash, the number of Ember Shares to be received by a holder electing to receive Ember Shares with respect to a Cordero Share would be reduced proportionately and the balance of the purchase price for that Cordero Share would be paid in cash.

Ember has entered into subscription agreements to fund $55 million of the cash component of the proposal by the issuance of 26,829,269 subscription receipts ("Subscription Receipts") at a price of $2.05 per Subscription Receipt. Each Subscription Receipt would be convertible into one Ember Share upon the completion of the arrangement with Cordero. The balance of the cash component would be paid out of Ember's existing credit facilities which were recently expanded to $35 million. The Subscription Receipt financing would require the approval of the Ember shareholders at a special meeting of Ember shareholders held prior to the completion of the arrangement. Ember has received confirmation from all of its officers and directors and certain key shareholders that they will vote in favour of the Subscription Receipt financing and Ember is confident the necessary shareholder approval would be obtained.

On June 11, 2008, Cordero publicly reported it was unable to determine if Ember's June 6, 2008 proposal was superior to the Enmax offer. On June 13, 2008, Cordero announced that it and ENMAX Acquisition Corp. had agreed to extend the expiry of the Enmax Offer to 4:30 p.m. (Calgary time) on June 27, 2008. Cordero also announced that, in addition to the $4.75 in cash payable under the Enmax Offer, a special conditional dividend of $0.45 per Cordero Share would be paid to holders of Cordero Shares of record at 4:29 p.m. on the expiry date of the Enmax Offer if ENMAX took up the minimum number of shares required to be tendered under the Enmax Offer.

Ember and its financial advisor are of the view that its current proposal is superior to the Enmax Offer for the following reasons;

- The cash component of Ember's proposal at $5.50 per share is a 6% premium to the Enmax Offer of $4.75 per share plus the special conditional dividend of $0.45 per share;

- Ember's cash and share offer is superior to Enmax's all cash offer as it provides the opportunity for Cordero shareholder's to participate in an upward re-evaluation of the combined entity due to rising natural gas prices. On June 18, 2008 spot natural gas prices at AECO traded at $11.63/mcf with the 12 month future strip trading at $12.02/mcf and the 2009 futures trading at $11.39/mcf.

- The appreciation of natural gas prices since year end has significantly increased Ember's net asset value. Using Sproule and Associates' forecast prices at December 31, 2007 (2008 $6.51/mcf, 2009 - $7.22/mcf, 2010 - $7.69/mcf and 2011 - $7.70/mcf), the estimated net asset value per Ember Share at December 31, 2007 was $2.15 (based on 36,103,626 Ember Shares outstanding, net debt of $19 million and excluding the value of undeveloped land). Ember estimates that the net asset value per Ember Share at December 31, 2007 would increase to $3.19 using constant pricing of $9.00/mcf at AECO and the new Alberta royalty rates and would increase to $3.87 using constant pricing of $10.00/mcf and the new Alberta royalty rates. At the proposed exchange ratio of 2.683, this implies a net asset value per Cordero Share of $8.54 and $10.38.

- Ember's offer is superior from a tax perspective as the combination of cash and shares allows for both capital gains treatment and deferral thereof on closing and avoids potentially less attractive tax treatment from the special conditional dividend payment.

- Cordero has stated publicly that they have a 250 well inventory of development locations. Ember estimates that 125 of those wells have been included in Cordero's December 31, 2007 reserve report. Assuming the remaining 125 wells are typical Horseshoe Canyon CBM locations, the development of those locations over the next few years has the potential to add significant reserves value. Ember's offer of cash and shares allows Cordero shareholders to participate in that upside development.

- Cordero has identified deal risk as factor contributing to their inability to determine if the Ember offer is superior. Ember has provided assurances to the Cordero board, with this new proposal, that the deal risk has been minimized. Ember has provided a draft acquisition agreement with terms and conditions in a form similar to the acquisition agreement between Enmax and Cordero, an undertaking that deal terms would not be adjusted unless material adverse changes had taken place in the financial or operating condition of Cordero and an indication of expected Ember shareholder support of the Subscription Receipt financing. By contrast, the Enmax Offer has failed to reach the required approval levels on multiple occasions.

- Ember has received commitment letters from shareholders representing an aggregate of 9.8 million Cordero Shares, or approximately 26.4% of the outstanding Cordero Shares, pursuant to which such holders have agreed, subject to certain terms and conditions or to the receipt of a superior offer, to support Ember's acquisition of the Cordero Shares and not tender their Cordero Shares to the Enmax Offer. Ember's support group has declined from 33.4% in its previous offer due to one of the members of the group no longer holding their Cordero Shares.

- Within the support group, the holders of approximately 5.3 million Cordero Shares have indicated they will elect to receive all Ember Shares under the proposed arrangement. Accordingly, additional cash will be available to the remaining Cordero Shareholders and the cash component of Ember's proposal would represent approximately 40% of the consideration payable to these shareholders in aggregate.

"The combined assets of Ember and Cordero will create a unique investment opportunity in a CBM focused Company with a significant drilling inventory to fuel future growth. The investment community as well as Ember's subscribing shareholders have shown their support in both commentary as well as making significant investments in the new Ember" said Doug Dafoe, Chairman and CEO of Ember.

FirstEnergy Capital Corp. is acting as exclusive advisor to Ember on this transaction.

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".

Further information concerning Ember's analysis of its proposed transaction with Cordero is available on Ember's website at www.emberresources.com.

Reader Advisory

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Ember within the United States. The securities of Ember have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws. Accordingly, the shares may not be offered or sold in the United States or to U.S. persons (as such terms are defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available.

Forward Looking Statements

This press release contains forward-looking statements. More particularly, this press release contains statements concerning the intention of Ember to seek to acquire all of the Cordero Shares, the manner in which such an acquisition would be structured and funded and the anticipated receipt of necessary shareholder approvals. These statements are based on certain key expectations and assumptions made by Ember, including expectations and assumptions concerning the response by Cordero, the Cordero Shareholders and third parties to the proposed acquisition, the voting of Ember shareholders with respect to the Subscription Receipt Financing, the receipt of regulatory and court approvals and the status of the Enmax Offer. Although Ember believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because inherent risks and uncertainties might result in Ember not proceeding with the proposed acquisition. These risks and uncertainties include a failure to obtain necessary shareholder or third party support or agreements, the emergence of a superior competing bid or the successful completion of the Enmax Offer.

This press release also contains forward-looking statements concerning net asset value sensitivities and potential reserves growth from drilling locations. These forward-looking statements are based on certain key expectations and assumptions made by Ember, including expectations and assumptions concerning prevailing commodity prices and exchange rates, availability and cost of labour and services, the timing of receipt of regulatory approvals, the performance of existing wells, the success obtained in drilling new wells, the performance of new wells and the sufficiency of budgeted capital expenditures in carrying out Ember's planned activities. Although Ember believes that the expectations and assumptions on which these forward-looking statements are based are reasonable, undue reliance should not be placed on these forward-looking statements because Ember can give no assurance that they will prove to be correct. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with the oil and gas industry in general (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 fluctuations and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. Certain of these risks are set out in more detail in Ember's Annual Information Form which has been filed on SEDAR and can be accessed at www.sedar.com.

The forward-looking statements contained in this press release are made as of the date hereof and Ember undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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