Shareholders Approve Changes to Preferred Share Terms
(all amounts expressed in U.S. Dollars)
DIDSBURY, ALBERTA, August 1 /CNW/ - JED Oil Inc. (AMEX: JDO) ("JED" or
the "Company") today announced completion on July 31st of the previously
announced offer to Caribou Resources Corp. (formerly TSX Venture: CBU)
("Caribou") to acquire all of its shares and settle with its creditors.
Caribou is now a wholly-owned subsidiary of JED and its name has been changed
to JED Production Inc.
The transactions completed yesterday were both a Plan of Arrangement
under the Business Corporation's Act (Alberta) (the "ABCA Arrangement") and a
Plan of Arrangement under the Companies' Creditors Arrangement Act (Canada)
(the "CCAA Plan"). Under the ABCA Arrangement, JED has acquired all of the
issued and outstanding common shares of Caribou and the former Caribou
shareholders will receive JED common shares, on the basis of one JED common
share for ten Caribou common shares. The outstanding stock options and
warrants to acquire common shares of Caribou which were not exercised have
been terminated. Approval for the ABCA Arrangement was received by the
requisite majority of the holders of Caribou common shares, options and
warrants held on July 30th and a Final Order approving the ABCA Arrangement
was granted yesterday by the Court of Queen's Bench of Alberta. In addition,
at a special meeting on July 30th, JED's common shareholders approved the
issuance of up to a maximum of 4 million common shares to be issued to the
former Caribou shareholders. The number of issued and outstanding Caribou
shares at completion of the transactions was approximately 38.53 million
shares, so approximately 3.853 million of the maximum of 4 million common
shares of JED will be issued.
Under the CCAA Plan, creditors of Caribou ranking in priority behind the
major secured creditor, whose position JED has acquired, will receive 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 800,000 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 are
not be affected by the CCAA Plan and will be paid by JED. Approvals for the
CCAA Plan of Arrangement were received by the requisite majority of both the
unsecured creditors and the secured creditors subordinate to JED in two
creditor meetings held on June 30th and a Sanction Order approving the CCAA
Arrangement was granted yesterday by the Court of Queen's Bench of Alberta. In
addition, at a special meeting on July 30th, JED's common shareholders
approved the issuance of the 5 million common shares to be issued under the
CCAA Plan. Following the issuance of up to a maximum of 9 million common
shares for both arrangement transactions, JED now has approximately 23.853
million issued and outstanding common shares.
"With the completion of the Caribou acquisition, we have acquired the
additional assets and resources we need to proceed with our business plan for
2007 and 2008 in accordance with the guidance we provided on June 19th,"
stated James Rundell, JED's President. "We are looking forward to the
opportunities provided by this acquisition." As previously disclosed, 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
Preferred Share Amendments
At the special meeting of JED's shareholders held on July 30th,
amendments to the terms of the Series B Preferred Shares were also approved.
The amendments extend the maturity date for the redemption by JED of the
preferred shares to February 1, 2010 and reduce the price at which the
preferred shares can be converted to common shares from $16.00 to $3.50. Each
preferred share has a stated value of $16.00, so under the amendments a person
holding 1,000 preferred shares who elects to convert them to common shares
would receive 4,571 common shares rather than 1,000.
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.
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
assets, production or drilling opportunities anticipated by the acquisition of
Caribou 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.
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 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