EXHIBIT 99.1
INSTRUCTIONS AS TO USE OF GULFPORT ENERGY CORPORATION SUBSCRIPTION RIGHTS
CERTIFICATES
The following instructions relate to a rights offering (the "Rights
Offering") by Gulfport Energy Corporation, a Delaware corporation ("Gulfport"),
to the holders of record (the "Recordholders") of its common stock, par value
$0.01 per share (the "Common Stock"), as described in Gulfport's Prospectus
dated __________, 2004 (the "Prospectus"). Recordholders of Common Stock at the
close of business on __________, 2004 (the "Record Date") are receiving
transferable subscription rights (the "Rights") to subscribe for and purchase
shares of the Common Stock. An aggregate of approximately 10,000,000 shares of
Common Stock are being offered by the Prospectus. Each Recordholder will
receive one Right for each 1.0146 shares of Common Stock owned of record as of
the close of business on the Record Date. The Rights will expire, if not
exercised, at 5:00 p.m., Dallas time, on _________, 2004, unless extended in the
sole discretion of Gulfport (as it may be extended, the "Expiration Date").
After the Expiration Date, unexercised Rights will be null and void and will
have no value. Gulfport will not be obligated to honor any purported exercise
of Rights received by UMB Bank, N.A. (the "Subscription Agent") after 5:00 p.m.,
Dallas time, on the Expiration Date, regardless of when the documents relating
to such exercise were sent, except pursuant to the Guaranteed Delivery
Procedures described below. Gulfport may extend the Expiration Date by issuing a
press release announcing such extension no later than 9:00 a.m., Dallas time, on
the next business day after the most recently announced expiration date. The
Rights will be evidenced by transferable Rights certificates (the "Subscription
Rights Certificates").
Each Right allows the holder thereof to subscribe for one share of Common
Stock (the "Basic Subscription Privilege") at the cash price of $_____ per share
(the "Subscription Price").
In addition, holders of Rights who exercises their Basic Subscription
Privilege in full will be eligible to subscribe (the "Over-Subscription
Privilege") at the same cash price of $_____ per share for shares of Common
Stock that are not otherwise purchased pursuant to the exercise of Rights under
the Basic Subscription Privilege (the "Excess Shares"), subject to availability
and pro ration as described below. A holder of Rights may only exercise its
Over-Subscription Privilege if the holder exercised its Basic Subscription
Privilege in full and other holders of subscription Rights do not exercise their
Basic Subscription Privilege in full. If there are not enough Excess Shares to
satisfy all subscriptions made under the Over-Subscription Privilege, Gulfport
will allocate the remaining Excess Shares pro rata, after eliminating all
fractional shares, among those Rights holders who exercised their
Over-Subscription Privileges. "Pro rata" means in proportion to the number of
shares of Common Stock that each holder of Rights has purchased by exercising
its Basic Subscription Privileges. If there is a pro rata allocation of the
remaining Excess Shares and a holder of Rights receives an allocation of a
greater number of Excess Shares than the holder subscribed for under its
Over-Subscription Privilege, then Gulfport will allocate to the holder only the
number of Excess Shares for which the holder subscribed. Gulfport will allocate
the remaining Excess Shares among all other holders exercising their
Over-Subscription Privileges. See "The Rights Offering- Subscription Privileges"
in the Prospectus.
The number of Rights to which you are entitled is printed on the face of
your Subscription Rights Certificate. You should indicate your wishes with
regard to the exercise or transfer of your Rights by completing the appropriate
portions of your Subscription Rights Certificate and returning the certificate
to the Subscription Agent in the envelope provided pursuant to the procedures
described in these instructions and the Prospectus.
Your Subscription Rights Certificates, or Notice of Guaranteed Delivery,
and Subscription Price payment, including final clearance of any checks, must be
received by the Subscription Agent, on or before 5:00 p.m., Dallas time, on the
Expiration Date. Once a holder of Rights has exercised the Basic Subscription
Privilege or the Over-Subscription Privilege, such exercise may not be revoked.
Rights not exercised prior to the Expiration Date of the Rights Offering will
expire without value. Consult the Subscription Agent or your bank or broker as
to any questions.
1. Method Of Subscription-Exercise Of Rights.
To exercise Rights, complete your Subscription Rights Certificate and send
the properly completed and executed Subscription Rights Certificate evidencing
such Rights with any signatures required to be guaranteed so guaranteed,
together with payment in full of the Subscription Price for each share of Common
Stock subscribed for pursuant to the Basic Subscription Privilege and the
Over-Subscription Privilege, to the Subscription Agent, on or prior to 5:00
p.m., Dallas time, on the Expiration Date. Payment of the Subscription Price
will be held in a segregated account to be maintained by the Subscription Agent.
All payments must be made in U.S. dollars for the full number of shares of
Common Stock being subscribed for (a) by check or bank draft drawn upon a U.S.
bank or postal, telegraphic or express money order payable to UMB Bank, N.A., as
Subscription Agent, or (b) by wire transfer of immediately available funds, to
the account maintained by the Subscription Agent for purposes of accepting
subscriptions in the Rights Offering at UMB Bank, Kansas City, MO, ABA
#101000695, Acct #9800006823 (the "Subscription Account"). Any wire transfer
should clearly indicate the identity of the subscriber who is paying the
Subscription Price by the wire transfer. Payments will be deemed to have been
received by the Subscription Agent only upon (i) clearance of any uncertified
check, (ii) receipt by the Subscription Agent of any certified check or bank
draft drawn upon a U.S. bank or of any postal, telegraphic or express money
order or (iii) receipt of collected funds in the Subscription Account designated
above. If paying by uncertified personal check, please note that the funds paid
thereby may take at least five business days to clear. Accordingly, Rights
holders who wish to pay the Subscription Price by means of uncertified personal
check are urged to make payment sufficiently in advance of the Expiration Date
to ensure that such payment is received and clears by such date and are urged to
consider payment by means of certified or cashier's check, money order or wire
transfer of funds.
The Subscription Rights Certificate and payment of the Subscription Price,
or, if applicable, Notices of Guaranteed Delivery (as defined below) must be
delivered to the Subscription Agent by one of the methods described below:
By Mail, by Hand or by Overnight Courier to:
UMB Bank, N.A.
2401 Grand Blvd
Kansas City, Missouri 64108
Telephone Number for Confirmation: 816-860-3020
Delivery to any address other than the one identified above does not
constitute valid delivery.
If you have any questions or require additional copies of relevant
documents, please contact the Subscription Agent at the address and telephone
number provided above.
By making arrangements with your bank or broker for the delivery of funds
on your behalf, you may also request such bank or broker to exercise the
Subscription Rights Certificate on your behalf. Alternatively, you may cause a
written guarantee substantially in the form of Exhibit A to these instructions
(the "Notice of Guaranteed Delivery"), from a member firm of a registered
national securities exchange or a member of the National Association of
Securities Dealers, Inc., or from a commercial bank or trust company having an
office or correspondent in the United States or from a bank, stockbroker,
savings and loan association or credit union with membership in an approved
signature guarantee medallion program, pursuant to Rule 17Ad-15 of the
Securities Exchange Act of 1934, as amended (each, an "Eligible Institution"),
to be received by the Subscription Agent on or prior to the Expiration Date
together with payment in full of the applicable Subscription Price. Such Notice
of Guaranteed Delivery must state your name, the number of Rights represented by
the Subscription Rights Certificate or Subscription Rights Certificates held by
you, the number of shares of Common Stock being subscribed for pursuant to your
Basic Subscription Privilege and the number of shares of Common Stock, if any,
being subscribed for pursuant to the Over-Subscription Privilege, and that you
will guarantee the delivery to the Subscription Agent of any properly completed
and executed Subscription Rights Certificate or Subscription Rights Certificates
evidencing such Rights within three business days following the date of the
Notice of Guaranteed Delivery. If this procedure is followed, the properly
completed Subscription Rights Certificate or Subscription Rights Certificates
evidencing the Rights being exercised, with any signatures required to be
guaranteed so guaranteed, must be received by the Subscription Agent within
three business days following the date of the Notice of Guaranteed Delivery. The
Notice of Guaranteed Delivery may be delivered to the Subscription Agent in the
same manner as Subscription Rights Certificates at the address set forth above,
or may be transmitted to the Subscription Agent by facsimile transmission
(Facsimile No.: (816) 860-3029). Additional copies of the Notice of Guaranteed
Delivery may be obtained upon request from the Subscription Agent at the
address, or by calling the telephone number, set forth above.
Banks, brokers and other nominee holders of Rights who exercise the Basic
Subscription Privilege and the Over-Subscription Privilege on behalf of
beneficial owners of Rights will be required to certify to the Subscription
Agent and Gulfport, in connection with the exercise of the Over-Subscription
Privilege, as to the aggregate number of Rights that have been exercised and the
number of shares of Common Stock that are being subscribed for pursuant to the
Over-Subscription Privilege, by each beneficial owner of Rights (including such
nominee itself) on whose behalf such nominee holder is acting. If more Excess
Shares are subscribed for pursuant to the Over-Subscription Privilege than are
available for sale, the Excess Shares will be allocated, as described above,
among beneficial owners exercising the Over-Subscription Privilege in proportion
to such owners' exercise of Rights pursuant to the Basic Subscription Privilege.
If you exercise less than all of the Rights evidenced by your Subscription
Rights Certificate by so indicating in Form 1 of your Subscription Rights
Certificate, the Subscription Agent will issue to you a new Subscription Rights
Certificate evidencing the unexercised Rights. A new Subscription Rights
Certificate will be sent by first class mail to you if the Subscription Agent
receives your properly completed Subscription Rights Certificate by 5:00 p.m,
Dallas time, on __________, 2004. Unless you make arrangements with the
Subscription Agent, a new Subscription Rights Certificate received by the
Subscription Agent after 5:00 p.m., Dallas time, on __________, 2004 will be
held for pick-up at the Subscription Agent's address provided above. After the
Expiration Date no new Subscription Rights Certificates will be issued. All
deliveries of Subscription Rights Certificates, whether by you, the Subscription
Agent or the Company, will be at your own risk.
If the aggregate Subscription Price paid by you is insufficient to purchase
the number of shares of Common Stock subscribed for, or if no number of shares
of Common Stock to be purchased is specified, then you will be deemed to have
exercised the Basic Subscription Privilege to purchase Common Stock to the full
extent of the payment tendered. If the aggregate Subscription Price paid by you
exceeds the amount necessary to purchase the number of shares of Common Stock
for which you have indicated an intention to subscribe (such excess being the
"Subscription Excess"), then you will be deemed to have exercised the
Over-Subscription Privilege to the full extent of the excess payment tendered,
to purchase, to the extent available, that number of whole shares of Common
Stock equal to the quotient obtained by dividing the Subscription Excess by the
Subscription Price. Any remaining amount shall be returned to you by mail,
without interest or deduction, as soon as practicable after the Expiration Date
and after all pro rations and adjustments contemplated by the terms of the
Rights Offering have been effected.
2. Issuance Of Common Stock.
The following deliveries and payments will be made to the address shown on
the face of your Subscription Rights Certificate unless you provide instructions
to the contrary in your Subscription Rights Certificate.
a. Basic Subscription Privilege. As soon as practicable after the
Expiration Date and the valid exercise of Rights, the Subscription
Agent will mail to each exercising Rights holder certificates
representing shares of Common Stock purchased pursuant to the Basic
Subscription Privilege. See "The Rights Offering-Subscription
Privileges-Basic Subscription Privilege" in the Prospectus.
b. Over-Subscription Privilege. As soon as practicable after the
Expiration Date and after all pro rations and adjustments contemplated
by the terms of the Rights Offering have been effected, the
Subscription Agent will mail to each Rights holder who validly
exercises the Over-Subscription Privilege certificates representing
the number of shares of Common Stock, if any, allocated to such Rights
holder pursuant to the Over-Subscription Privilege. See "The Rights
Offering-Subscription Privileges-Over-Subscription Privilege" in the
Prospectus.
c. Excess Cash Payments. As soon as practicable after the Expiration Date
and after all pro rations and adjustments contemplated by the terms of
the Rights Offering have been effected, the Subscription Agent will
mail to each Rights holder who exercises the Over-Subscription
Privilege any excess amount, without interest or deduction, received
in payment of the Subscription Price for Excess Shares that are
subscribed for by such Rights holder but not allocated to such Rights
holder pursuant to the Over-Subscription Privilege. See "The Rights
Offering-Subscription Privileges-Return of Excess Payment."
3. Sale Or Transfer Of Rights.
a. Sale of Rights Through a Bank or Broker. To sell all Rights
evidenced by a Subscription Rights Certificate through your bank or broker, so
indicate on Form 2 and deliver your properly completed and executed
Subscription Rights Certificate to your bank or broker. Your Subscription Rights
Certificate should be delivered to your bank or broker in ample time for it to
be exercised. If Form 2 is completed without designating a transferee, the
Subscription Agent may thereafter treat the bearer of the Subscription Rights
Certificate as the absolute owner of all of the Rights evidenced by such
Subscription Rights Certificate for all purposes, and the Subscription Agent
shall not be affected by any notice to the contrary. Because your bank or broker
cannot issue Subscription Rights Certificates, if you wish to sell less than all
of the Rights evidenced by a Subscription Rights Certificate, either you or your
bank or broker must instruct the Subscription Agent as to the action to be taken
with respect to the Rights not sold, or you or your bank or broker must first
have your Subscription Rights Certificate divided into Subscription Rights
Certificates of appropriate denominations by following the instructions in
Section 4 of these instructions. The Subscription Rights Certificates
evidencing the number of Rights you intend to sell can then be transferred by
your bank or broker in accordance with the instructions in this Section 3(a).
b. Transfer of Rights to a Designated Transferee. To transfer all of
your Rights to a transferee other than a bank or broker, you must complete Form
2 in its entirety, execute the Subscription Rights Certificate and have your
signature guaranteed by an Eligible Institution. A Subscription Rights
Certificate that has been properly transferred in its entirety may be exercised
by a new holder without having a new Subscription Rights Certificate issued. In
order to exercise, or otherwise take action with respect to, such a transferred
Subscription Rights Certificate, the new holder should deliver the Subscription
Rights Certificate, together with payment of the applicable Subscription Price
(with respect to the exercise of both the Basic Subscription Privilege and the
Over-Subscription Privilege) and complete separate instructions signed by the
new holder, to the Subscription Agent in ample time to permit the Subscription
Agent to take the desired action. Because only the Subscription Agent can issue
Subscription Rights Certificates, if you wish to transfer less than all of the
Rights evidenced by your Subscription Rights Certificate to a designated
transferee, you must instruct the Subscription Agent as to the action to be
taken with respect to the Rights not sold or transferred, or you must divide
your Subscription Rights Certificate into Subscription Rights Certificates of
appropriate smaller denominations by following the instructions in Section 4
below. The Subscription Rights Certificate evidencing the number of Rights you
intend to transfer can then be transferred by following the instructions in this
Section 3(b).
Rights holders wishing to transfer a portion of their Rights (but not
fractional Rights) should allow a sufficient amount of time prior to the
Expiration Date for (i) the transfer instructions to be received and processed
by the Subscription Agent, (ii) a new Subscription Rights Certificate to be
issued and transmitted to the transferee or transferees with respect to
transferred Rights and to the transferor with respect to retained Rights, if
any, and (iii) the Rights evidenced by such new Subscription Rights Certificates
to be exercised or sold by the recipients thereof. Neither Gulfport nor the
Subscription Agent shall have any liability to a transferee or transferor of
Rights if Subscription Rights Certificates are not received in time for exercise
or sale prior to the Expiration Date.
Gulfport will pay all fees and expenses of the Subscription Agent and has
also agreed to indemnify the Subscription Agent from certain liabilities which
they may incur in connection with the rights offering. All commissions, fees and
other expenses (including brokerage commissions and transfer taxes) incurred in
connection with the purchase, sale or exercise of Rights will be for the account
of the transferor of the Rights, and none of such commissions, fees or expenses
will be paid by Gulfport or the Subscription Agent.
4. Division Of Subscription Rights Certificate Into Smaller Denominations.
To have a Subscription Rights Certificate divided into smaller
denominations, send your Subscription Rights Certificate, together with complete
separate instructions (including specification of the denominations into which
you wish your Rights to be divided) signed by you, to the Subscription Agent,
allowing a sufficient amount of time for new Subscription Rights Certificates to
be issued and returned so that they can be used prior to the Expiration Date.
Alternatively, you may ask a bank or broker to effect such actions on your
behalf. Your signature must be guaranteed by an Eligible Institution if any of
the new Subscription Rights Certificates are to be issued in a name other than
that in which the old Subscription Rights Certificate was issued. Subscription
Rights Certificates may not be divided into fractional Rights, and any
instruction to do so will be rejected. As a result of delays in the mail, the
time of the transmittal, the necessary processing time and other factors, you or
your transferee may not receive such new Subscription Rights Certificates in
time to enable the Rights holder to complete a sale or exercise by the
Expiration Date. Neither Gulfport nor the Subscription Agent will be liable to
either a transferor or transferee for any such delays.
5. Execution.
a. Execution by Registered Holder. The signature on the Subscription
Rights Certificate must correspond with the name of the registered holder
exactly as it appears on the face of the Subscription Rights Certificate without
any alteration or change whatsoever. Persons who sign the Subscription Rights
Certificate in a representative or other fiduciary capacity must indicate their
capacity when signing and, unless waived by the Subscription Agent in its sole
and absolute discretion, must present to the Subscription Agent satisfactory
evidence of their authority to so act.
b. Execution by Person Other than Registered Holder. If the
Subscription Rights Certificate is executed by a person other than the holder
named on the face of the Subscription Rights Certificate, proper evidence of
authority of the person executing the Subscription Rights Certificate must
accompany the same unless, for good cause, the Subscription Agent dispenses with
proof of authority.
c. Signature Guarantees. Your signature must be guaranteed by an
Eligible Institution if you specify special payment or delivery instructions.
6. Method Of Delivery.
The method of delivery of Subscription Rights Certificates and payment of
the Subscription Price to the Subscription Agent will be at the election and
risk of the Rights holder, but, if sent by mail, it is recommended that such
certificates and payments be sent by registered mail, properly insured, with
return receipt requested, and that a sufficient number of days be allowed to
ensure delivery to the Subscription Agent and the clearance of payment prior to
5:00 p.m., Dallas time, on the Expiration Date. Because uncertified personal
checks may take at least five business days to clear, you are strongly urged to
pay, or arrange for payment, by means of certified or cashier's check, money
order or wire transfer of funds.
7. Special Provisions Relating To The Delivery Of Rights Through The
Depository Trust Company.
In the case of Rights that are held of record through the Depository Trust
Company (the "Book-Entry Transfer Facility"), exercises of the Basic
Subscription Privilege and of the Over-Subscription Privilege may be effected by
instructing the Book-Entry Transfer Facility to transfer Rights from the
Book-Entry Transfer Facility account of such holder to the Book-Entry Transfer
Facility account of the Subscription Agent, together with certification as to
the aggregate number of Rights exercised and the number of shares of Common
Stock thereby subscribed for pursuant to the Basic Subscription Privilege and
the Over-Subscription Privilege by each beneficial owner of Rights on whose
behalf such nominee is acting, and payment of the Subscription Price for each
share of Common Stock subscribed for pursuant to the Basic Subscription
Privilege and the Over-Subscription Privilege.
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