Acquisition of Caribou Resources Corp. Proceeding (all amounts expressed
in U.S. Dollars)
DIDSBURY, ALBERTA, June 19 /CNW/ - JED Oil Inc. (AMEX: JDO) ("JED" or the
"Company") today announced the Order granted by the Court of Queen's Bench of
Alberta on June 14, 2007 regarding JED's previously announced offer to Caribou
Resources Corp. (TSX Venture: CBU) ("Caribou") to acquire all of its shares
and settle with its creditors. In addition, JED also provided guidance for the
balance of 2007 and 2008, assuming completion of the acquisition of Caribou.
The Order, granted on Caribou's application, provides for meetings of
Caribou's creditors and shareholders to be held on July 30, 2007. The meeting
of Caribou's creditors will consider approval of a Plan of Arrangement under
the Companies' Creditors Arrangement Act (Canada) (the "CCAA Plan"). As
previously announced, in January 2007, Caribou filed for protection under the
CCAA which is similar to "Chapter 11" protection in the U.S. Under the CCAA
Plan, Caribou's creditors ranking in priority behind the major secured
creditor, whose position JED has acquired, are being offered cash of
approximately $345,500 plus the issuance of 5 million JED common shares. Under
the CCAA Plan the secured creditors whose security ranks behind JED's will
share in the net proceeds from 1.8 million of the JED common shares and the
unsecured creditors will share in the balance of the cash and JED common
shares. Creditors of Caribou who have security that ranks ahead of JED's will
not be affected by the CCAA Plan and will be paid by JED.
The meeting of Caribou's shareholders will consider, among other things,
approval of a Plan of Arrangement under the Business Corporation's Act
(Alberta) (the "ABCA Arrangement"). Under the ABCA Arrangement, Caribou's
shareholders would transfer all of the Caribou common shares to JED in
exchange for JED common shares, on the basis of one JED Common share for each
ten Caribou common shares, and Caribou would become a wholly-owned subsidiary
of JED. Outstanding stock options to acquire Caribou common shares, if not
exercised by the effective date of the ABCA Arrangement, would be cancelled.
JED has reserved up to 4 million common shares for the ABCA Arrangement.
The issuance by JED of up to 9 million common shares is also subject to
the approval of JED's common shareholders under the rules of the American
Stock Exchange and JED will hold a special meeting of its shareholders on July
30, 2007. JED's common shareholders and Series B Preferred shareholders will
also be asked to approve amendments to JED's Articles of Incorporation to
amend the terms of the Series B Preferred shares to extend the maturity date
to February 1, 2010 and change the conversion prices to $3.50. An Information
Circular with detailed information will be mailed to JED shareholders in the
first week of July.
Further details of the Caribou meetings and the materials to be
considered at the meetings may be obtained, along with any other materials
filed in Caribou's CCAA proceedings, from the court-appointed monitor under
the CCAA proceedings at the monitor's website of www.deloitte.ca under the
Insolvency and Restructuring link or by contacting the monitor by email at
Guidance for 2007 and 2008
As a result of this combination with Caribou, JED expects to have
combined production of approximately 1,500 barrels of oil equivalent per day
("BOE/d"). Current estimates for 2007 year-end production is approximately
2,900 BOE/d. Utilizing existing lands, the current capital base and the
significant reduction in debt, the forecasted exit rate for Q1 2008 is
expected to be approximately 4,100 BOE/d and the Q2 2008 exit rate is expected
to be 4,500 BOE/d.
Funds provided by operating activities before changes in operating assets
and liabilities ("funds from operations") on a combined basis for Q3 2007 are
expected at approximately $2.9 million and $8 million for Q4. Funds from
operations for Q1 2008 are expected at approximately $13 million with $26.5
million expected for the first six months of 2008.
Common shares outstanding on a combined basis will be approximately 23.8
million. On a fully diluted basis there would be approximately 29.8 million
shares based on existing stock options, share purchase warrants, convertible
notes and convertible preferred stock. A private placement in Canada of an
additional 1.4 million convertible preferred shares is currently being
considered by JED, which, if completed, would increase the aggregate common
shares on a fully diluted basis to approximately 31.2 million. If the
amendments to JED's Articles of Incorporation to change the conversion price
of the Series B Preferred shares are approved, the aggregate of common shares
would be approximately 37.65 million on a fully diluted basis. In these
estimates on a fully diluted basis, the conversion of the convertible notes is
based on the current exercise price of $16.00.
To accomplish the Company's development drilling programs over the next
year it plans to use existing cash flow, bank lines of credit and certain
asset sales. The above guidance includes those sources of funds. The Company
does not plan any equity offering during the next year, other than the private
placement of preferred shares. JED believes that it can exit 2008 at a
production rate of approximately 5,900 BOE/d while significantly reducing its
debt. Based on current varied pricing estimates of the New York Mercantile
Exchange, estimated revenue for the full year of 2008 is expected to be $92
million resulting in operating cash flow of approximately $63 million.
Established in September 2003, JED Oil Inc. is an oil and natural gas
company that commenced operations in the second quarter of 2004 and has begun
to develop and operate oil and natural gas properties principally in western
Canada and the United States.
BOE's may be misleading, particularly if used in isolation. A BOE
conversion ratio of 6 mcf of natural gas to 1barrel of crude oil is based on
an energy equivalency conversion method primarily applicable at the burner tip
and does not represent a value equivalency at the wellhead.
"Funds from operations" as used by JED is not defined by generally
accepted accounting principles ("GAAP") and therefore is referred to as a
non-GAAP measure. This non-GAAP measure may not be comparable to the
calculation of similar measures for other entities.
This press release contains forward-looking statements. The words
"proposed", "anticipated" and scheduled" and similar expressions identify
forward-looking statements. Forward-looking statements are necessarily based
upon a number of estimates and assumptions that, while considered reasonable
by management, are inherently subject to significant business, economic and
competitive uncertainties and contingencies which could cause actual results
to differ materially from the future results expressed or implied by the
forward-looking statements. Such statements are qualified in their entirety by
the inherent risks and uncertainties surrounding future expectations. The
acquisition of Caribou Resources Corp. is subject to a number of approvals and
conditions, which may not be forthcoming, or the assets, production or
drilling opportunities anticipated by the acquisition may not be realized.
Additional factors that may affect future results are contained in JED's
filings with the Securities and Exchange Commission ("SEC"), which are
available at the SEC's website (http://www.sec.gov) and JED's filings with the
Alberta Securities Commission, which are available at the website
(http://www.SEDAR.com). JED is not under any obligation, and expressly
disclaims any obligation, to update, alter or otherwise revise any
forward-looking statement, whether written or oral, that may be made from time
to time, whether as a result of new information, future events or otherwise.
The securities that may be issued in the contemplated private placement
by JED have not been and will not be registered under the U.S. Securities Act
of 1933 and may not and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer of securities for sale
in the United States or Canada or the solicitation of an offer to buy
securities in the United States or Canada, nor shall there be any sale of the
securities in any jurisdiction or state in which such offer, solicitation or
sale would be unlawful.
For further information:
For further information: JED Oil Inc. Tom Jacobsen, Chief Executive
Officer 403-335-2107 or Marcia Johnston, V-P Legal & Corporate Affairs
403-335-2105 www.jedoil.com or Investor Relations Counsel The Equity Group
Inc. Linda Latman, 212-836-9609 Lena Cati, 212-836-9611