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Ember Resources Inc.
Annual General Meeting
Wed. May 21, 2008 at 3 pm
The Metropolitan Centre in the Royal Meeting Room
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July 04 2008
EMBER RESOURCES INC. ANNOUNCES --- EMBER RESOURCES INC. AND CORDERO ENERGY INC. ANNOUNCE EXECUTION OF ARRANGEMENT AGREEMENT
CALGARY, ALBERTA. July 4, 2008. Ember Resources Inc. (TSX: EBR) ("Ember") and Cordero Energy Inc. (TSX: COR) ("Cordero") are pleased to announce that they have entered into an arrangement agreement (the "Arrangement Agreement") providing for the acquisition by Ember of Cordero pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). Under the Arrangement, Ember will acquire all of the outstanding common shares of Cordero ("Cordero Shares") for a 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 ("Ember Shares").
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. In the event that the Cordero shareholders elect, 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 will be reduced proportionately and the balance of the purchase price for that Cordero Share will 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 elect, in the aggregate, to receive less than $55 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 will be reduced proportionately and the balance of the purchase price for that Cordero Share will be paid for in cash.
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