EMBER RESOURCES INC. ANNOUNCES JOINTLY WITH CORDERO ENERGY INC. SHAREHOLDERS APPROVE ARRANGEMENT
Ember Resources Inc. (TSX: EBR) ("Ember") and Cordero Energy Inc. (TSX: COR) ("Cordero") are pleased to announce that the shareholders of both Ember and Cordero have voted today to approve the previously announced arrangement under the Business Corporations Act (Alberta) (the "Arrangement") involving Cordero, the Cordero shareholders and Ember. The Arrangement and the accompanying private placement of subscription receipts of Ember were approved by over 99% of the votes cast by the Ember shareholders. In addition, the Ember shareholders approved a proposed consolidation of the common shares of Ember ("Ember Shares") on a 2.5 to 1 basis (the "Consolidation"). The Arrangement was approved by over 96% of the votes cast by the Cordero shareholders.
Pursuant to the Arrangement, Ember will acquire all of the outstanding common shares of Cordero ("Cordero Shares") for consideration of $5.50 per Cordero Share, payable, at the election of each Cordero shareholder, in cash or 2.683 common shares of Ember at a deemed price of $2.05 per Ember Share. A maximum aggregate of $70 million in cash is payable to the Cordero shareholders under the Arrangement. The Cordero shareholders have elected to receive in excess of $70 million in cash. Accordingly, the consideration to be received by each Cordero shareholder who elected to receive cash for a Cordero Share will be adjusted such that the shareholder will instead receive $2.348 in cash and 1.5375 Ember Shares for that Cordero Share. There will be no adjustment to the consideration to be received by Cordero shareholders that elected to receive Ember Shares with respect to Cordero Shares.
The completion of the Arrangement remains subject to certain conditions, including the completion by Ember of its previously announced subscription receipt financing and the final approval of the Arrangement by the Court of Queen's Bench of Alberta. If all necessary approvals are obtained and the conditions to the completion of the Arrangement are satisfied or waived, Cordero and Ember anticipate that the Arrangement will become effective on or about September 5, 2008.
Ember anticipates that it will effect the Consolidation immediately after the Arrangement becomes effective. All references in this press release to Ember Shares are made on a pre-consolidation basis.
View PDF Report
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
For previous Press Releases, please go to Sedar.
Return to Press Release Index >>