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EDNE.OB > SEC Filings for EDNE.OB > Form 10-Q on 14-Nov-2008All Recent SEC Filings

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Form 10-Q for EDEN ENERGY CORP


14-Nov-2008

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our consolidated unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our consolidated financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors" of this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "Eden" mean Eden Energy Corp. and/or our subsidiaries, unless otherwise indicated.

Overview

Until recently we have been an exploration stage oil and gas company engaged in the exploration for petroleum and natural gas in the State of Nevada and in the Province of Alberta, Canada. Effective September 2006 we commenced with a development-drilling program in the White River Dome, Ant Hill Unit located in the Piceance Basin in Colorado. As reported on July 28, 2008 the White River Dome, Ant Hill project in Colorado has become our primary focus due to our belief it represents the combination of good commercial returns while providing a large number of low risk development locations.

Over the past year Eden has grown its natural gas and oil production substantially and management believes it has the ability to continue growing production by drilling already identified locations on its leases in Colorado. With our first four wells on line, net production from continuing operations for the quarter ended September 30, 2008 increased to approximately 63,300 Mcfe as compared to approximately 1,000 Mcfe for the same quarter in 2007. We have drilled four new wells this summer drilling season, which are currently being tied in to production and which will bring our total number of producing wells in the area to eight.

Our objective is to increase stockholder value by pursuing a strategy of economically growing reserves and production through the development of our existing Colorado property. Additionally management plans to continue to review other potential exploration projects, which may be presented to them from time to time.

Our company, Eden Energy Corp., was incorporated in the State of Nevada on January 29, 1999, under the name E-Com Technologies Corp. On June 16, 2004 we effected a 2 for 1 stock split of our common stock and our


preferred stock. On August 6, 2004 we changed our name to Eden Energy Corp. and increased our authorized capital to 100,000,000 shares of common stock having a $0.001 par value and 10,000,000 shares of preferred stock having a $0.001 par value.

Due to the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer. As such, we are required to file certain information and documents at www.sedar.com.

Our Current Business

Eden Energy Corp. is primarily focused and engaged in development drilling of the White River Dome, Ant Hill Unit Project in Colorado. We expect to continue to monitor our exploration projects pursuant to our participation agreements with our partners.

White River Dome, Ant Hill Unit Drilling and Development Project - Colorado

The White River Dome, Ant Hill Project is a development-drilling program located in the Piceance Basin of western Colorado. Effective September 1, 2006, through our wholly owned subsidiary Eden Energy Colorado LLC, we entered into a farm-in agreement with Starlight Oil and Gas LLC and Starlight Corporation under which Eden and Starlight would undertake development drilling on the eastern flank of the White River Dome field located in T2N-R96&97W, Rio Blanco County, Colorado. Under the terms of the agreement, Eden has paid Starlight a prospect fee of $900,000. Starlight will participate for a 10% working interest and Eden will have a 75% working interest in the prospective lands. Starlight will retain a 7.5% gross overriding royalty on the lands.

On August 31, 2007, we entered into an agreement with Starlight Oil & Gas LLC and Starlight Operating Company, Inc. (Starlight) whereby Starlight shall assign to Eden all of its rights, title, and interests in both the Ant Hill Drilling and Development Agreement with EnCana and the related Participation Agreement with Eden.

The terms of the agreement are as follows:

(i) Our company shall withdraw its demand for arbitration with prejudice;

(ii) Our company agrees to make no claims against Starlight Operating Company, Inc. or Starlight Oil & Gas LLC for any obligations with regard to the completion of the existing wells and drilling of any future wells per the terms of the EnCana Drilling & Development Agreement and Starlight/Eden Participation Agreement;

(iii) Starlight Oil & Gas LLC shall assign to Eden Energy Colorado LLC all of its right, title and interest in and to the Drilling and Development Agreement with EnCana Oil & Gas (U.S.A.), Inc., dated May 1, 2006, as amended;

(iv) Starlight Oil & Gas LLC shall assign to Eden Energy Colorado all of its right, title and interest in and to the Participation Agreement with our company dated September 1, 2006;

(v) Starlight Oil & Gas LLC will assign to Eden Energy Colorado all of its right, title and interest in and to its working interests in the Love Federal 17-21 and 17-42 wells and lands earned thereby;

(vi) The overriding royalty interests created pursuant to the Participation Agreement shall be conveyed as follows:

a. Melange International, LLC 0.5% of 8/8ths

               b. Durango Petroleum Corp.    0.5% of 8/8ths
               c. Monarch Royalty LLC        0.5% of 8/8ths
               d. Timothy E. Macke           0.5% of 8/8ths
               e. H.J. Kagie                 0.5% of 8/8ths
               f. Joseph R. Pope             0.5% of 8/8ths
               g. Brian S. Bentley           0.5% of 8/8ths
               h. Eden Energy Colorado LLC   any remaining override


In the event that the Existing Burdens on any tract are such that when taken together an 80% net revenue interest cannot be retained by our company then the portion of the override being delivered to Timothy E. Macke, H.J. Kagie, Joseph R. Pope and Brian S. Bentley shall be proportionately reduced in order to deliver the 80% net revenue lease. Our company shall continue to make such additional conveyances to the owners of those overriding royalties as may be necessary or convenient to insure the same are accounted for and paid in a timely manner. Royalties will continue to be disbursed directly by EnCana or by the subsequent operator of record for the Ant Hill Unit.

The White River Dome, Ant Hill Unit is a 17,276 acre federal exploratory unit currently operated by EnCana Oil and Gas (USA). Under a Drilling and Development Agreement executed between Starlight (a private Colorado company) and EnCana on May 5, 2006, and which Eden, effective August 31, 2007, became sole participant through Starlight's assignment as detailed above, Eden agreed to drill a minimum of four additional wells in areas outside of the current Participating Areas (PA's), which commenced in the fall of 2006. The wells were drilled on 160 acre drilling blocks typically encompassing standard governmental quarter sections. By drilling and completing these wells, the existing federal exploratory unit will remain in effect for several more years. Eden carried EnCana for 15% of the total well cost in each new well drilled on 40-acre drill site quarter/quarter section. For each well drilled, Eden earned a 100% interest in a diagonal 40-acre tract, located in the same 160-acre quarter section. EnCana retains its 100% interest in the two remaining offset locations in each 160 acre drilling block.

After the initial four locations were drilled, Eden may elect to develop additional 160-acre drilling blocks on any acreage outside the existing PA's under the same terms. There are 34 potential 160-acre drilling blocks outside of the existing PA's that have not been developed, resulting in 68 potential drilling locations on what is effectively 40-acre spacing. There is also the potential to develop the field on 20-acre spacing, which would provide for another 68 drilling locations.

The primary targets are the Cameo Coal and Williams Fork Sandstones of the Cretaceous Mesaverde Group, found at an average depth of 8,100 feet. Cumulative production from the field is in excess of 65 BCF from 157 wells, with current production averaging 11 MMCF/D from 100 active wells. Typical well life in the field is in the range of 20 - 25 years. Eden currently estimates ultimate reserves per well to be approximately 1.40 Bcfe per well, with an initial production rate of approximately 1,000 mcfd. Gas from the Ant Hill unit typically contains about 25% carbon dioxide, which is removed at a local natural gas treatment plant. Drilling and completion costs are estimated to be in the $2,000,000 range per well throughout the field. Operations in the White River Dome Field are largely prohibited in the winter months.

The first well (Love Federal 17-42) under the agreement spud on September 21, 2006 and took 13 days to drill and set production casing. The second well (Love Federal 17 -21) spud on October 8, 2006 and took 12 days to drill and set production casing. Once both wells were cased the rig was released for the winter. Fracture stimulation commenced on Well 1 October 28, 2006 and Well 2 November 4, 2006.

In December 2006, we announced the tie-in of these first two wells and that they had good sand and coal thicknesses in the order of other proven wells in the field. These first two wells were completed using modern frac techniques designed to increase fracture half lengths from less than 100 feet traditionally to greater than 300 feet. The Love Federal 17-21 has experienced high water production rates, which has naturally restricted the flow of gas. The Love Federal 17- 42 was completed in the Cameo coal section only and despite our subsequent scaling treatment procedure was still compromised. Both wells have subsequently been recompleted as detailed following.


On October 10, 2007, we reported spudding well AHU #18 - 23 with an expected 12 days drilling to reach approximately 8000 feet. Upon completion the rig immediately moved to the AHU #8-12 location. After drilling to total depth of approximately 8000 feet, the wells were logged and the rig released. A completion rig was moved on to fracture stimulate the wells and put them into production. AHU #18 - 23 went into production on January 8, 2008 and AHU #8 - 12 went into production on February 4, 2008.

We also reported that workover operations on the LF 17-21 well began on October 9, 2007. The plan called for the lowermost perforations of the well to be tested for water production and isolated from the remainder of the Cameo and Williams Fork section, following which the well was placed back on production and the completion rig moved to the LF 17-42. The recompletion program for the LF 17-42 consisted of new perforations and fracture treatments over previously bypassed zones in the Williams Fork as well as re-perforations over zones in the Cameo, which we believed had additional potential. Once completed it was placed back in production. On December 31, 2007 we reported on the progress of these wells and subsequently again on March 31, 2008 as follows:

AHU 18-23. Completion operations on the 18-23 well were finalized in late December and the well was tied in to sales on January 8, 2008. Peak initial production on this well was 796 MCFD on January 10, 2008 and as of March 3, 2008 the well is producing at approximately 415 MCFD.

AHU 8-12. Completion operations on the 8-12 well were finalized in February and the well was tied into sales on February 4, 2008. Peak stabilized initial production was 1,785 MCFD on February 20, 2008 and as of March 3, 2008 the well is producing at approximately 1,750 MCFD.

LF 17-21. Recompletion operations do not appear to have been successful on this well, possibly due to damage caused during the initial completion operations. As of March 3, 2008 the well is producing 46 MCFD.

LF 17-42. The 17-42 well was tied in to sales on December 30, 2007 and produced at a peak daily rate of 1,772 MCFD on January 1, 2008. As of March 3, 2008 the well is producing at approximately 496 MCFD. The 17-42 was the second of Eden's wells to be recompleted after initial completion results were deemed less than satisfactory.

On April 28, 2008 we reported our first four White River Dome wells to be tied-in and producing approximately 1900 mcfd net to Eden's working interest. We also reported we have commissioned an independent reserve report and they are awaiting pricing information from the unit operator in order to finalize. On May 16, 2008 we reported receipt of the independent reserve report from MHA Petroleum Consultants Inc., of Golden, Colorado. The report assigned total proved reserves of 5.46 Bcfe net to Eden's interest with a PV10 value of $14.28 million, using first quarter-end actual received gas and oil prices as mandated by the SEC. Net to Eden, the report assigned proved developed producing (PDP) reserves of 1.99 Bcfe with a PV10 value of $8.4 million and proved undeveloped (PUD) reserves of 3.47 Bcfe with a PV10 value of $5.88 million.

On July 28, 2008 we reported the White River Dome project has become the Company's primary focus due to our belief it represents the combination of good commercial returns while providing a large number of low risk development locations. We have drilled 4 new wells in the White River Dome field in the 2008 drilling season.

On November 5, 2008 we reported two of the 4 new wells are tied-in to sales and are flowing through restricted chokes. The remaining two wells are expected to be tied-in by mid to late November. As of November 3, 2008 we are producing approximately 2400 mcfd gross from six of eight of our White River Dome wells. We reported on the progress of these wells as follows:

AHU 21-22. The 21-22 well was drilled to a total depth of 7585 feet. A total gross interval of 923 feet of gas-bearing sand and coal was fracture stimulated in four stages. The well began producing on October 26, 2008 at an initial rate of 1310 mcfd and 380 bwpd on a 24/64's choke with a flowing tubing pressure of 950 psi and flowing casing pressure of 1650 psi.


AHU 7-43. The 7-43 well was drilled to a total depth of 7611 feet and a total gross interval of 640 feet of gas-bearing sand and coal was fracture stimulated in two stages. The well was put on production on October 31, 2008 at an initial rate of 1390 mcfd and 625 bwpd on a 24/64's choke with a flowing tubing pressure of 750 psi and flowing casing pressure of 1500 psi.

AHU 28-44. The 28-44 was drilled to a total depth of 7285 feet and a total gross interval of 977 feet of gas-bearing sand and coal was fracture stimulated in four stages. On October 27, 2008, after flowing back 100% of its frac fluid, the well was flowing 308 mcfd and 512 bwpd on a 24/64's choke with a flowing tubing pressure of 420 psi and flowing casing pressure of 1550 psi. The well is currently shut in waiting on completion of a pipeline. The Company expects to have this well on production by the middle of November 2008.

AHU 13-43. The 13-43 well was drilled to a total depth of 6885 feet and a total gross interval of 632 feet of gas-bearing sand and coal was fracture stimulated in three stages. As of November 3, 2008 the well is currently flowing back at 638 mcfd and 450 barrels per day of frac fluid on an 18/64's choke with a flowing tubing pressure of 850 psi and flowing casing pressure of 1775 psi. The well is currently shut in waiting on completion of a pipeline. The Company expects to have this well on production by the end of November 2008.

Net production from continuing operations for the quarter ended September 30, 2008 increased to approximately 63,300 Mcfe as compared to approximately 1,000 Mcfe for the same quarter in 2007. We expect to fund future drilling using reserve-based financing and plan to update our independent reserve report at year-end after the new 2008 wells are completed and producing. We expect to provide further updates at that time.

Noah Project - Nevada

On August 5, 2004, by way of an Assignment Agreement, we acquired Fort Scott Energy Corp.'s ("Fort Scott") interest in a Participation Agreement dated April 26, 2004 with Cedar Strat Corporation ("Cedar Strat"). The Fort Scott/Cedar Strat Participation Agreement deals with the acquisition and development of petroleum and natural gas rights and leases in an area of mutual interest in eastern Nevada. We named this area of approximately 211,000 gross acres, the Noah Project.

The Assignment Agreement provides for Fort Scott to retain a 2% over-riding royalty in the area of mutual interest and the following considerations:

(i) the issuance to Fort Scott of 500,000 shares of our common stock;

(ii) the issuance to Fort Scott of 7% interest bearing Promissory Note and Convertible Debenture ($0.25 conversion rate) Units in the principal amount of $500,000. Each Unit entitled Fort Scott to the issuance of one common share in our capital stock and one half of one warrant, with each whole warrant entitling Fort Scott to acquire one additional common share at $0.50 per share; and

(iii) for each 10 million barrels of proven reserves on the lands underlying the leases, we will issue to Fort Scott 1,000,000 shares of common stock, up to a maximum of 10,000,000 shares of common stock.

The debenture was converted and the associated warrants were exercised for cash in fiscal 2005. Fort Scott retains its 2% over-riding royalty interest on the lands underlying the leases, such that upon the fulfillment of the obligations set out in the Participation Agreement, we will earn an 80.5% net revenue interest in the lands underlying the leases, and Cedar Strat will be vested with a 5% over-riding royalty interest. Cedar Strat also retains a 5% back-in working interest which may be adjusted upwards to as much as a 12.5% back-in working interest should we elect not to proceed with the drilling election pursuant to the terms of the Participation Agreement.

Exploration conducted since acquiring Fort Scott's interest includes the acquisition of proprietary and licensed gravity and magnetic data, processing and interpreting 39 miles of proprietary and other trade licensed seismic data, and the integration of all sub-surface and surface geology, gravity, magnetic, and seismic data.


On March 1, 2007, we entered into a Letter Agreement with Cedar Strat whereby the future development plan of the Noah project was confirmed and approximately 21,000 acres of peripheral leases were transferred to Cedar Strat.

Effective March 29, 2007, we entered into an Amendment to the Participation Agreement with Cedar Strat for this prospect. Under the terms of the Amendment, our acreage block at Noah has been divided into four Prospect Areas with each Prospect Area encompassing approximately 50,000 acres of leases. The Prospect Areas are designated Prospect Area 1 to 4 sequentially from north to south. The Amendment calls for the Prospect Areas to be worked sequentially from North to South by us either, 1) electing to drill an initial test well within the designated Prospect Area, 2) electing to drill a subsequent well or wells within the designated Prospect Area or 3) electing to shoot a seismic program of no less than twenty-five (25) linear miles in the next sequential untested Prospect Area. As agreed to we will initiate our sequential work by drilling an Initial Test Well in Prospect Area 1 to a depth of approximately 7,000 to 9,000 feet by no later than November 30, 2008.

Under the terms of the Amendment, drilling or seismic operations shall begin within each specified Prospect Area no later than 12 months following the required election date (as follows) unless extended by both parties acting reasonably. We shall have ninety (90) days from release of either the drilling rig or completion rig, whichever is later, of the Initial Test Well in the designated Prospect Area, to elect to either drill a Subsequent Well(s) in the Prospect Area or shoot a Seismic Program in the next untested Prospect Area. We shall have 180 days from the release of the seismic crew to elect to drill an Initial Test Well in the newly designated Prospect Area or elect to shoot a Seismic Program in the next untested Prospect Area.

Under the terms of the Amendment if we drill an Initial Test Well or Subsequent Well(s) to the base of the sub-thrust Devonian Formation or 17,000 feet, whichever is shallower, we will retain all rights, title and interest in all leases and lands within that particular Prospect Area. In each Prospect Area that we drill an Initial Test Well or Subsequent Well(s) to a depth shallower than the base of the sub-thrust Devonian or 17,000 feet, we shall retain all rights, title and interest in all leases and lands within the Prospect Area, to a depth of 1,000 feet below the base of the deepest Formation penetrated. If in this case we elect not to drill a Subsequent Well then we will offer all deeper rights in the leases within the Prospect Area to Cedar Strat and Cedar Strat shall have 90 days from receipt of such notice in which to exercise this option. Failure of Cedar Strat to exercise its option within such 90 day period shall be deemed as a waiver of its option right.

Should we elect not to drill an Initial Test Well in Prospect Areas 2, 3, or 4 we shall, at Cedar Strat's option, relinquish and assign to Cedar Strat, all right, title and interest in all leases and lands subject to the Participation Agreement lying within the specific Prospect Area, within 90 days after receiving written notice from Cedar Strat of its intent to exercise its option. Cedar Strat's right to exercise its option shall also be for a 90 day period after receiving written notice from us of our election not to drill the Prospect Area. Failure of Cedar Strat to exercise its option within such 90 day period shall be deemed as a waiver of its option right.

Rental payments on the initial acreage and any subsequently acquired acreage will be maintained by us during this development period, except on any acreage which Cedar Strat may elect to acquire pursuant to the exercise of its options.

Effective March 29, 2007, we entered into a Farm Out Agreement with Midland Texas based Fasken Nevada - 1, LLC and Fasken Oil and Ranch LP, privately held companies (the "Partner") for the drilling of the Noah prospect as defined in the Amendment to the Participation Agreement with Cedar Strat. The Partner will pay 2/3rds of the cost to drill, test and complete the first well in the first Prospect Block and Eden will pay 1/3rd. The Partner acts as operator. Upon drilling and completing the first well in Prospect Area 1 the Partner will be assigned a 50% interest in Eden's leases in Prospect Area 1 as provided for in the Amendment to the Participation Agreement with Cedar Strat.

Provided the Partner has met its obligations in Prospect Area 1, it shall have the option to proceed to develop Prospect Area 2. If it elects to proceed with developing Prospect Area 2, the Partner shall pay a prospect recovery fee of $2,000,000 to Eden for costs incurred on Prospect Area 1 and shall have the right to earn a 50% interest in the Prospect Area by paying 2/3rds of any seismic programs and the drilling and completing to casing


point of a second well. Thereafter, the Partner shall continue to have the right to earn in subsequent Prospect Areas under the same terms but with no further prospect recovery fees.

The first well under the Agreement, the Noah Federal #1 was staked and was expected to be drilled to a total depth of between 7,000 and 9,000 feet, for an estimated cost of $4,000,000 of which we would pay 1/3rd. On July 9, 2007, we reported the Partner received approval on the required Federal and State permits to drill the well. On July 10, 2007, the Partner advised us that they received approval from the BLM in Ely for the gravel pit(s) for commencement of road and location construction. On October 4, 2007, we reported that on the advice of our Partner/operator due to the onset of winter conditions, the spudding of the Noah Federal No. 1 well was rescheduled to Spring 2008.

On March 4, 2008, we reported our joint venture partner in the Noah Prospect in White Pine County, Nevada, advised the Company that they had signed a drilling agreement with Badger Drilling Company's Rig No. 1 based out of Roosevelt, Utah. On March 26, 2008 we reported the spudding of the Noah Federal #1 well. On April 28, 2008 we reported the Noah Federal #1 well had been plugged and abandoned after reaching a total depth of 7,080 feet. The well encountered its targeted formation, the sub-thrust Devonian Simonson dolomite, at a depth of 5,058 feet. Based on log analysis and the lack of oil or gas shows while drilling, the well did not warrant further testing.

On July 28, 2008 we reported our joint venture partner advised us they have elected not to pursue further exploration on additional Prospect area lands beyond the earned Prospect Area 1. We reported also that after incorporating the results of the Noah well into our overall geological model of the area, we have decided not to pursue additional drilling leads and will not be renewing leases we hold in the project area. Accordingly, we have recognized total impairment of $8,344,607 related to the Noah project during the nine month period ended September 30, 2008.

Pursuant to the Participation Agreement with Cedar Strat and upon their instruction, on October 27, 2008 we assigned our interest in all of the . . .

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