Ember Resources Inc. and Cordero Energy Inc. Shareholders Approve Arrangement

Wed Sep 3, 6:49 PM

CALGARY, ALBERTA--(Marketwire - Sept. 3, 2008) - Ember Resources Inc. (TSX: EBR.TO) ("Ember") and Cordero Energy Inc. (TSX: COR.TO) ("Cordero") are pleased to announce that the shareholders of both Ember and Cordero have voted today to approve the previously announced arrangement under the Business Corporations Act (Alberta) (the "Arrangement") involving Cordero, the Cordero shareholders and Ember. The Arrangement and the accompanying private placement of subscription receipts of Ember were approved by over 99% of the votes cast by the Ember shareholders. In addition, the Ember shareholders approved a proposed consolidation of the common shares of Ember ("Ember Shares") on a 2.5 to 1 basis (the "Consolidation"). The Arrangement was approved by over 96% of the votes cast by the Cordero shareholders.

Pursuant to the Arrangement, Ember will acquire all of the outstanding common shares of Cordero ("Cordero Shares") for consideration of $5.50 per Cordero Share, payable, at the election of each Cordero shareholder, in cash or 2.683 common shares of Ember at a deemed price of $2.05 per Ember Share. A maximum aggregate of $70 million in cash is payable to the Cordero shareholders under the Arrangement. The Cordero shareholders have elected to receive in excess of $70 million in cash. Accordingly, the consideration to be received by each Cordero shareholder who elected to receive cash for a Cordero Share will be adjusted such that the shareholder will instead receive $2.348 in cash and 1.5375 Ember Shares for that Cordero Share. There will be no adjustment to the consideration to be received by Cordero shareholders that elected to receive Ember Shares with respect to Cordero Shares.

The completion of the Arrangement remains subject to certain conditions, including the completion by Ember of its previously announced subscription receipt financing and the final approval of the Arrangement by the Court of Queen's Bench of Alberta. If all necessary approvals are obtained and the conditions to the completion of the Arrangement are satisfied or waived, Cordero and Ember anticipate that the Arrangement will become effective on or about September 5, 2008.

Ember anticipates that it will effect the Consolidation immediately after the Arrangement becomes effective. All references in this press release to Ember Shares are made on a pre-consolidation basis.

Forward Looking Statement

This press release contains a forward-looking statement. More particularly, this press release contains a statement concerning the anticipated date for the completion of the Arrangement. Cordero and Ember have provided this anticipated date in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the timing of receipt of the necessary regulatory and court approvals and the time necessary to satisfy the conditions to the completion of the Arrangement. These dates may change for a number of reasons, including inability to secure necessary regulatory or court approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. The Arrangement may be completed later than stated or not at all. Accordingly, readers should not place undue reliance on the forward-looking statement contained in this press release concerning this date. The forward-looking statement contained in this press release is made as of the date hereof and neither Cordero nor Ember undertakes any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Reader Advisory

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements. More particularly, this press release contains forward looking statements concerning proposed asset sale proceeds and resulting debt levels of Ember that are also based on estimates of cash flows, commodity prices, interest rates, capital expenditures and other factors. The proposed transactions are subject to certain conditions described in the press release and may not occur if the conditions are not satisfied. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release. Ember undertakes no obligation to update or revise any forward looking statements other than as required under applicable securities laws.

Ember Resources Inc. is a resource company specializing in coalbed methane (CBM) with extensive land and resource holdings in Alberta, Canada. Ember's shares are traded on the Toronto Stock Exchange under the trading symbol "EBR".

Contacts

Mr. Douglas A. Dafoe
Ember Resources Inc.
Chairman & CEO
(403) 270-0803
(403) 270-2850 (FAX)

Mr. Terry S. Meek
Ember Resources Inc.
President & COO
(403) 270-0803
(403) 270-2850 (FAX)