EMBER RESOURCES INC. ANNOUNCES DELIVERY OF FORMAL PROPOSAL TO ACQUIRE ALL OF THE OUTSTANDING SHARES OF CORDERO ENERGY INC.
Calgary, Alberta May 28, 2008 -- Ember Resources Inc. (TSX: EBR) ("Ember") announced today that it has provided Cordero Energy Inc. (TSX: COR) ("Cordero") with a formal proposal to acquire, by way of plan of arrangement, all of the outstanding common shares ("Cordero Shares") of Cordero for consideration of 2.56 common shares ("Ember Shares") of Ember for each Cordero Share. The proposal calls for the execution of a definitive agreement by June 4, 2008. Based on the five day volume weighted average trading price of Ember Shares prior to announcing its intention to make an offer, this represented consideration worth $5.30 per Cordero Share, a premium of 12% over the outstanding cash offer of $4.75 cash per Cordero Share made by ENMAX Acquisition Corp. (the "Enmax Offer").
Ember has received letters from shareholders representing an aggregate of 9,545,896 Cordero Shares, or approximately 25.7% 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 which expires Wednesday May 28, 2008.
“We believe that our proposal is superior to the ENMAX offer and we have received tremendous support from investment community and investors since our announcement on Monday” said Doug Dafoe, Chairman and CEO of Ember.
The combination of Ember and Cordero would result in the creation of a highly focused and growth oriented coal bed methane (CBM) resource company with current production estimated at 4,800 boepd and a CBM resource base of 1.9 Tcf of original gas in place.
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.
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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”.
FOR FURTHER INFORMATION PLEASE CONTACT
Mr. Douglas A. Dafoe
President & C.E.O.
Ember Resources Inc.
Telephone: 403 270-0803
Facsimile: 403 270-2850
Mr. Terry S. Meek
Executive Vice President & C.O.O.
Ember Resources Inc.
Telephone: 403 270-0803
Facsimile: 403 270-2850
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