The Convertible Notes bear interest at the rate of 10% per annum, payable quarterly, and mature on February 1, 2008. The outstanding principle and interest may be converted at any time at the holder's option into common shares of the Company at a conversion price of $16.00 per share. Notes outstanding on the maturity date will be redeemed by the Company. There are penalty provisions if the Company does not comply with the terms of the Convertible Notes. In the event of certain new equity issues by the Company, holders of the Convertible Notes have a right of first refusal to participate, on a pro rata basis, in such new issues. The Convertible Notes are unsecured and are subordinated to the credit facility granted by JED's senior commercial financial institution.
The net proceeds from the placement of the Convertible Notes to the Company after payment of a 5% commission to the placement agent and the expenses of the offering, estimated to be approximately $32.2 million, will be used to reduce its senior credit facility, and to finance the previously announced 2006 drilling program. "We are very pleased with this financing, which gives JED the ability to pursue its aggressive drilling program and our year-end production target," stated Tom Jacobsen, JED's CEO. "We are currently drilling the first well of a multi-well program in the Pinedale/Jonah area of Wyoming and are continuing our multi-well program in the Ferrier area of Alberta."
In August 2003 the Company issued a similar 10% Senior Subordinated Convertible Note in the amount of $20 million, of which $1 million has been converted to common shares. In connection with the current private placement, the 2003 note was amended to have the identical terms of the Convertible Notes in the 2006 private placement, including the reduction of the conversion price into JED common shares to $16.00 per share from $20.00 per share. In addition the holder of the 2003 note was granted the right to convert the outstanding principle amount to Series B Convertible Preferred shares. It is expected that a substantial portion of the 2003 note will be converted to the Series B Convertible Preferred shares. To date, there are commitments to convert over $14 million to the Series B Convertible Preferred Shares.
If all the above referenced notes were converted into common stock, the number of the series would be 2,200,000 and have a stated value of $16.00. The Series B Convertible Preferred Shares bear dividends of 10% per annum, payable quarterly, which at the holder's option are payable in cash or common shares; the principle amount may be converted at any time at the holder's option into common shares on a one-for-one basis, and the principle amount plus accrued and unpaid dividends of any shares outstanding on February 1, 2008 will be redeemed by the Company for cash.
The securities being offered by JED have not been and will not be registered under the U.S. Securities Act of 1933 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 to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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.
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