Ember Closes Plan Of Arrangement And Going-Private Transaction

On June 10, 2011, Ember Resources Inc. (“Ember”) completed an arrangement under the Business Corporations Act (Alberta) involving ERI Acquisition Ltd. (“ERI”), Ember and the shareholders of Ember (the “Arrangement”). The Arrangement with ERI, a corporation controlled by Brookfield Special Situations Partners Ltd. (“Brookfield”) and certain funds that are part of the ARC Financial Corp. group (“ARC”), constituted a going-private transaction for Ember, and included participation by certain funds that are part of the KERN Partners Ltd. group and certain members of Ember management (collectively, “On-Going Shareholders”).

Under the terms of the Arrangement, Ember and ERI amalgamated to continue as one corporation (“Amalco”), with each common share held by Ember shareholders other than the On-Going Shareholders converted into one preferred share of Amalco that was immediately redeemed for $0.50. Each On-Going Shareholder received either common shares of Amalco or promissory notes. The total transaction value was around $125 million, including the assumption of net debt, liabilities and other obligations totalling approximately $88 million and inclusive of the value of approximately 42.2 per cent of the outstanding shares of Ember held by the On-Going Shareholders prior to the Arrangement.

Bennett Jones LLP represented Brookfield, with a team that included Colin Perry and John Mercury.
Stikeman Elliott LLP represented ARC, with a team that included Craig Story, Charles Kraus and Christie Innes.

Borden Ladner Gervais LLP represented Ember, with a team that included Kent Kufeldt, Jonathan Doll, Michael Saliken, John Blair, Kevin Scott and Darryl Douglas.