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ENMAX Provides Additional Commentary Regarding Cordero Transaction
For Immediate Release
Calgary
5 Jun 2008

ENMAX Acquisition Corp., an indirect wholly-owned subsidiary of ENMAX Corporation (collectively “ENMAX”), provides the following additional commentary further to its press release dated May 28, 2008.

Summary
Ember Resources Inc. (“Ember”) delivered an unsolicited proposal (the “Ember Proposal”) to Cordero Energy Inc. (“Cordero”) on May 28, 2008, which proposed the acquisition of Cordero by Ember in exchange for shares of Ember.  The board of directors of Cordero subsequently announced that it carefully considered the Ember Proposal, including the advice of both Cordero's financial advisor and legal counsel, and concluded that the Ember Proposal was not financially superior to the outstanding offer by ENMAX to acquire all of the outstanding common shares of Cordero for $4.75 cash for each share (the “Offer”).  The Ember Proposal has since expired.

It is possible that Ember may make another unsolicited proposal prior to the final expiry date of the Offer on June 13, 2008.  In order to minimize any confusion that may result from such a last-minute proposal, ENMAX wishes to make certain comments regarding its views on the quality and value of the Ember Proposal.

  • In the event that Cordero were to complete a transaction with Ember at any time over the next six months, a break fee of $7 million would become payable to ENMAX, which represents approximately $0.18 per Cordero share.
  • Ember’s market capitalization is less than half of Cordero’s, and a reverse takeover by Ember offers no certainty of improved liquidity for Cordero shareholders.
  • ENMAX believes that the group of approximately 25.7% of Cordero shareholders that supported the Ember Proposal was comprised principally of institutional shareholders motivated to receive Ember shares rather than cash, and who are also shareholders of Ember.
  • Ember wishes to put more capital into advancing its contingent Mannville coal bed methane resources, which have unknown ultimate commercial viability and disappointing results to date.
  • Ember has historically generated lower cash flow netbacks per barrel of oil equivalent (“boe”) of production than Cordero.
  • Approximately 22% of Ember’s undeveloped Mannville land holdings are scheduled to expire in 2008.
  • Ember has a higher level of relative indebtedness than Cordero.
  • Ember’s proven and probable reserves are forecast to require approximately $51 million in capital expenditures over the next three years; Ember’s cash flow for the first quarter of 2008 was $2.7 million.
  • Ember has a commitment to pay for approximately $17 million in existing infrastructure over the next six years, regardless of production levels from related areas.


By contrast, the ENMAX Offer provides Cordero shareholders with full liquidity in the form of cash consideration, which would enable shareholders of Cordero to make their own re-investment decisions regarding the subsequent purchase of shares of Ember, or the securities of any other oil and natural gas exploration and production company.  ENMAX reiterates that it has no intention of varying the Offer of $4.75 cash per Cordero share.  The Offer expires at 4:30 p.m. (MST) on June 13, 2008.

Detailed Information
ENMAX also makes the following observations, based on public disclosure by Ember:

  • Ember carries a materially higher debt burden than Cordero, as evidenced by 12-month trailing net debt to cash flow ratios of 2.9x for Ember versus 1.5x for Cordero at March 31, 2008.
  • Ember has stated that it would like to obtain and deploy additional capital to further advance its Mannville resources towards commercial production, but has also stated that these resources have not been proven commercial to date.  ENMAX notes that Ember’s Mannville operating costs were $80.50 per boe ($13.42 per mcf) for the first quarter of 2008.
    • Page 10 of the 2007 Ember annual report states that the proven plus probable finding and development costs, including future capital, for the Mannville resources were $98.90 and $42.60 per boe for 2005 and 2006, respectively.  The 2007 finding and development costs were reported as ‘not meaningful’ due to reserves write-downs during 2007.
  • ENMAX notes a downward technical gross proved plus probable reserves revision of 16.6 bcf as set out on page 19 of the 2007 annual information form of Ember (the “AIF”). 
  • The statement by Ember in its press release on May 27, 2008 regarding its contingent resource estimates lacks specificity with respect to costs, timing and recoverability.  The Ember press release only states that management believes that the “Mannville coals will become commercial on a larger scale over time”. On page 22 of the AIF, Ember stated that it expects to develop the contingent resources in its Mannville areas during the next five to 20 years.
  • Ember currently has a commitment to pay AltaGas approximately $17 million over the next six years in relation to the construction by AltaGas of field gathering and processing facilities on Ember’s Acme lands, regardless of natural gas production throughput by Ember.
  • On page 20 of the AIF, the year end proved and the proved plus probable reserves of Ember are contingent on significant future capital expenditures of $29.5 million and $51.2 million, respectively, through 2010.
  • On page 21 of the AIF, it is notable that 44,276 net undeveloped acres of land in the three operating areas of Ember where the Mannville resources are located expire in 2008 and a total 115,516 net undeveloped acres are scheduled to expire in the next five years (representing 22% and 58%, respectively, of Ember’s total net undeveloped acres in its Mannville areas).

ENMAX encourages Cordero shareholders to review Ember’s full public disclosure record, which can be found at www.sedar.com.

About ENMAX
ENMAX Corporation, through subsidiaries and predecessors, has provided Albertans with safe and reliable electricity for more than 100 years. ENMAX provides electricity, natural gas and value-added services to more than half a million residential, commercial and industrial customer accounts in Alberta. Through a subsidiary, ENMAX Energy is one of Alberta’s largest investors in renewable energy with partial ownership of the McBride Lake Wind Farm and complete ownership of the Taber Wind Farm. ENMAX Energy’s Greenmax was one of the first green power marketing programs in Canada, and celebrates its 10th anniversary in 2008. Visit our website at enmax.com.

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THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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For more information, contact
Peter Hunt
VP, Public Affairs
ENMAX Corporation
141 – 50 Avenue SE
Calgary, Alberta
T2G 4S7
(403) 689-6150

Copyright © 2008 ENMAX Corporation. ENMAX Privacy Commitment and Legal Disclaimer.

You can choose any retailer listed at www.ucahelps.gov.ab.ca or at 310-4822. Electricity delivery to your home or business isn't affected by your choice of retailer.