UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 10-K
AMENDMENT NO. 2
________________
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________ .
Commission file number 001-32438
JMG Exploration, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 20-1373949 |
(Jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
Suite 2600, 500 4th Avenue S.W.
Calgary Alberta, Canada
T2P 2V6
(Address of principal executive offices)
Registrant's telephone number: (403) 537-3250
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered |
Common Stock | Pacific Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
Not applicable
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [ X ]
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
As of the last business day of the registrant’s most recently completed second fiscal quarter, which was June 30, 2005, there was no public market for the issuer’s securities. All of the voting and non-voting equity was held by an affiliate, so the aggregate market value held by non-affiliates was $nil.
The number of shares of the registrant's Common Stock outstanding as of March 24, 2006 was 5,086,832.
DOCUMENTS INCORPORATED BY REFERENCE
None.
2
EXPLANATORY NOTE
This Amendment No. 2 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K for the year ended December 31, 2005, as filed on April 6, 2006 and amended on April 10, 2006 (the “Original Filing”), and is being filed to include Items from 10 to 13 of Part III that was not included in the original filing of the 10-K.
The remainder of the information contained in the Original Filing is not amended hereby and shall be as set forth in the Original Filing. This Amendment continues to speak as of the date of the Original Filing and the Company has not updated the disclosure in this Amendment to speak to any later date.
PART III
Item 10:Directors and Executive Officers of the Registrant
Our directors and executive officers are:
Name | Age | Positions |
Joanne R Finnerty | 47 | Chief Financial Officer |
Reginald Greenslade. | 43 | Chairman,Director and ceo |
Reuben Sandler, Ph.D. | 69 | Director |
Thomas J. Jacobsen | 70 | Director |
Joseph W. Skeehan | 65 | Director |
Donald P Wells | 41 | Director |
Joanne Finnerty. Ms. Finnerty joined our company as Chief Financial Officer in July 2005. Ms. Finnerty was previously employed as the Controller of Divestco Inc, a publicly traded company on the Toronto Stock Exchange — Venture Exchange, from September 2002 to July 2005. Ms. Finnerty was the Controller of Sigma Explorations Inc., a private seismic data brokerage company, from 1995 until 2002. From 1992 until 1995 Ms. Finnerty was Manager of Financial Planning for TriWaste Reduction Services Inc. (a division of Trimac Ltd.). Ms. Finnerty Received her Certified General Accountant designation in 1991.
Thomas J. Jacobsen. Mr. Jacobsen has been our Chairman since August 2004, he resigned as Chairman in September 2005. He was the President and Chief Operating Officer of JED from September 2003 to November 2004 when he resigned as President and Chief Operating Officer and assumed the position of Chief Executive Officer. He has been a Director of JED since September 2003. Mr. Jacobsen joined Westlinks Resources Ltd., a predecessor of Enterra, as a director in February 1999, and was appointed Executive Vice President, Operations in October 1999. In October 2000, he resigned from this position and was appointed Vice Chairman of the Board of Directors. Mr. Jacobsen became Enterra’s Chief Operating Officer in February 2002 and served in that position until November 2003. Mr. Jacobsen has more than 40 years experience in the oil and gas industry in Alberta and Saskatchewan including serving as President, Chief Operatin g Officer and a director of Empire Petroleum Corporation from June 2001 to April 2002, President and Chief Executive Officer of Niaski Environmental Inc. from November 1996 to February, 1999, President and Chief Executive Officer of International Pedco Energy Corporation from September 1993 to February 1996, and President of International Colin Energy Corporation from October 1987 to June 1993. Mr. Jacobsen served as a director of Rimron Resources Inc., formerly Niaski Environmental Inc. from February 1, 1997 to April 1, 2003. Niaski's proposal to its creditors under the Bankruptcy and Insolvency Act (Canada) was accepted in April 2000 and Niaski was discharged in May 2001.
Reuben Sandler, Ph.D. Dr. Sandler has been a director since August 2004. He is the Chairman and Chief Executive Officer of Intelligent Optical Systems, Inc., positions he has held since 1999. He was President and Chief Information Officer for MediVox, Inc., a medical software development company, from 1997 to 1999. He was a director of PASW, Inc. from 1999 to 2000 and a director of Alliance Medical Corporation from 1999 to 2002. From 1989 to 1996, he was an Executive Vice President for Makoff R&D Laboratories, Inc. Dr. Sandler received a Ph.D. from the University of Chicago and is the author of four books on mathematics. He currently serves on the Board of Directors of MediVox, Inc. and Alliance Medical Corporation and is an advisor to the Boards of Directors of Optec Ventures, LLC, Optical Security Sensing, LLC, and Optinetrics, Inc.
Reginald (Reg) J. Greenslade. Mr. Greenslade has beenacting as interim Chief Executive Officer (ceo), since June 28, 2006. Mr. Greenslade has been serving as Chairman and Director of JMG Exploration, Inc. since September 2005. Mr. Greenslade has also been serving as Chairman and Director of JED Oil since November 2003. He was President, CEO and Director of Enterra Trust from January 2005 until June1, 2005 when he resigned as President and CEO, he served as Chairman of the Enterra Board until his resignation on March 31, 2006. He was a director of PASW Inc., a software development company, from February 2001 to July 2001. From 1995 until the formation of Enterra, Mr. Greenslade was the President, CEO and Director of Big Horn Resources Ltd. Prior to his position with Big Horn, Mr. Greenslade was with CS Resources Limited in the areas of exploitation engineering and project management from 1993 to 1995. Prior to 1993, Mr. Greenslade was employed by Saskatchewan Oil and Gas Corporation in the capacities of project management, production, and reservoir engineering. He has extensive experience with secondary recovery schemes and is recognized for his work in the
specialized field of horizontal well technology. All the above companies were publicly traded in either the U.S., Canada, or both, during the periods indicated.
Joseph W. Skeehan. Mr. Skeehan has been a director since August 2004. He has been the owner of Skeehan & Company, a professional service corporation that engages in accounting, finance and consulting services to small to mid-sized companies and organizations primarily in Southern California since 1980. Skeehan & Company is registered with the SEC Practice Division of the AICPA. He has been a Certified Public Accountant since 1978 and received a Bachelor of Science degree from California Polytechnic State University, San Luis Obispo in 1976.
Donald Wells. Mr. Wells has been a director since July 1, 2005. He is the Chief financial Officer of Wetzel’s Pretzels, LLC, a position held since 1997. Wetzel’s Pretzels LLC is a franchisor of fresh pretzel bakeries with approximately 200 stores in shopping malls across the United States. He also serves on the Boards of Directors for I Sold It, LLC and Biocomp, Inc. He has held the position of Chief financial Officer with four private manufacturing companies prior to his present position.
Board of Directors
Our board of directors is comprised of five directors. Our directors serve one year terms, or until an earlier resignation, death or removal, or their successors are elected. There are no family relationships among any of our directors or officers.
Directors do not receive compensation for service on the board of directors. We reimburse our directors for their out-of-pocket costs, including travel and accommodations, relating to their attendance at any board of directors meeting. Directors are entitled to participate in our equity compensation plan. In2005, we granted our Chairman of the Board 30,000 options, our chairman of the Audit Committee - 40,000 options, our Chief Executive Officer and President, Chief Financial Officer 30,000 options and other non-employee directors - 30,000 options, each to purchase an equal number of shares of common stock at $5.00 per share. These grants replaced options granted in August 2004 at an exercise price of $4.00 per share that were cancelled.
Committees of the Board of Directors
Audit committee
Our audit committee consists of Mr. Skeehan, committee chairman and designated financial expert, Mr. Wells and Dr. Sandler. All members of our audit committee are independent directors. The audit committee reviews in detail and recommends approval by the full board of directors of our annual and quarterly financial statements, recommends approval of the remuneration of our auditors to the full board, reviews the scope of the audit procedures and the final audit report with the auditors, and reviews our overall accounting practices and procedures and internal controls with the auditors.
Compensation committee
Our compensation committee consists of Mr. Greenslade, committee chairman, Mr. Skeehan and Mr. Jacobsen, all of whom are independent directors. The compensation committee recommends approval to the full board of directors of the compensation of the Chief Executive Officer, the annual compensation budget for all other employees, bonuses, grants of stock options and any changes to our benefit plans.
Corporate Governance Committee
Our corporate governance committee consists of Dr. Sandler, the committee chairman, and Mr. Skeehan, Mr. Wells and Mr. Jacobsen. The corporate governance committee determines the scope and frequency of periodic reports to the board of directors concerning issues relating to overall financial reporting, disclosure and other communications with all stockholders.
Code of Ethics
We have adopted a Code of Conduct effective January 1, 2005, which applies to all of our employees, consultants, officers and directors. It establishes standards of conduct for individuals and also individual standards of business conduct and ethics. In addition it sets out our policies in relation to our employees on such issues as discrimination, harassment, privacy, drugs, alcohol, tobacco and weapons. The Code of Conduct is attached as an exhibit to Form 10-K/A filed on April 10, 2006 and will be placed on our website — www.jmgexploration.com — when its construction is completed. We will provide such Code of Conduct in print, free of charge, to any investor who requests it by writing to: Suite 2600, 500 4th Avenue S.W. Calgary Alberta, Canada T2P 2V6.
Delinquent Form 4 as required under Item 405 of Regulation S-K.
Director
/Officer
Date of Earliest
Form 10% Owner
Transaction
Date of Filing
4
Herman S Hartley
Officer
08/03/2005
10/02/2005
4
Thomas J Jacobsen
Director
08/03/2005
10/02/2005
4
Fred P Heller. Trustee
for Heller 2002 Trust
10% Owner
08/03/2005
08/25/2005
4
Joseph W Skeehan
Director
08/03/2005
08/25/2005
4
Rueben Sandler
Director
08/03/2005
08/25/2005
4
Joanne R Finnerty
Officer
08/03/2005
08/25/2005
1
Item 11: Executive Compensation
The following table provides a summary of annual compensation for our executive officers for the period from incorporation July 16, 2004 to December 31, 2005 and pro forma compensation representing compensation on an annual basis. We do not have employment agreement with either of our executive officers.
Annual compensation | Long-term compensation | All other compensation | |||
Name and principal position | Annualized salary | Actual salary | Bonus | Securities underlying options (1) | |
H. S. (Scobey) Hartley - Chief Executive Officer and President | |||||
2005 | $121,000 | $121,000 | $29,000 | 30,000 | - |
2004 | $1 | - | - | 40,000 | - |
N/a | |||||
Joanne R. Finnerty - Chief Financial Officer (2) | - | ||||
2005 | $ 94,000 | $ 43,000 | $10,300 | 30,000 | |
N/a | |||||
Randall M. Gates - Chief Financial Officer (3) | |||||
2005 | $ 42,000 | $ 21,000 | $ 25,180 | ||
2004 | $ 42,000 | $ 17,500 | - | 40,000 | $ 39,203 |
(1) All option grants were made pursuant to the equity compensation plan and represent options to purchase shares of our common stock at $4.00 per share. These options were cancelled in April 2005 and replaced with 30,000 options each to purchase shares of our common stock at $5.00 per share. (2) Ms. Finnerty began employment with JMG in July 2005. (3) Mr. Gates serves on a part-time basis for a monthly salary of $3,500 and was also paid $39,203 for activities related to the preparation of our registration statement on Form SB-2. | |||||
Stock options granted during the most recently completed financial year
The following table discloses the grants of options to purchase or acquire shares of common stock to our executive officers during the period indicated.
Option grants during the period from incorporation on July 16, 2004 to December 31, 2005
Individual grants | Potential realizable value at assumed annual rate of stock price appreciation for option term (3) | |||||
Number of Securities underlying options | Percentage of total options granted to employees in period from incorporation July 16, 2004 to December 31, 2005 | Exercise price per share | Expiration date | |||
5% | 10% | |||||
H. S. (Scobey) Hartley | 30,000 (1) | 6.5% | $5.00 | April 2010 | $57,000 | $307,000 |
Joanne R. Finnerty (2) | 30,000 | 6.5% | $5.00 | July 2010 | $57,000 | $307,000 |
(1) Granted under our equity compensation plan. The options are fully vested and exercisable. In April 2005 these grants were issued for 30,000 options to acquire shares of common stock at $5.00 per share, expiring in April 2010. (2) In July 2005 we granted under our equity compensation plan, 30,000 options to acquire shares of common stock at $5.00 per share, expiring in July 2010. These options will vest as to one-third on each of the first, second and third anniversaries of the grant date. (3) Potential realizable values are net of exercise price, but before taxes associated with exercise. Amounts representing hypothetical gains are those that could be achieved if options are exercised at the end of the option term. The assumed 5% and 10% rates of stock price appreciation are provided in accordance with rules of the Securities and Exchange Commission based on the assumed price of $5.00 per share, and do not represent our estimate or projection of the future stock price. | ||||||
Option exercises in last fiscal year and fiscal year-end option values
The following table sets forth the number and value of securities underlying options held as of December 31, 2005.
Number of shares acquired | Value realized | Number of shares underlying unexercised options at December 31, 2005 | Value of unexercised in-the-money options at December 31, 2005 | |||||||||
Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||
H.S. (Scobey) Hartley | - | - | 30,000 | - | $224,700 | - | ||||||
Joanne R. Finnerty | - | - | - | 30,000 | - | $ 224,700 | ||||||
Item 12: Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters
Equity compensation plan
Our board of directors and stockholders approved our equity compensation plan in August 2004. We have authorized a total of 10% of the number of shares outstanding for issuance under this plan. For the purposes of this calculation, the number of shares outstanding includes securities. A total of 509,000 shares of common stock are authorized for grant of which 446,750 options have been granted under the plan to officers, directors, employees and consultants. All outstanding options are exercisable at a price per share of $5.00 and expire five years from the date of issuance. Options issued to directors are fully vested upon grant. All other grants vest over a period of three years.
Under the equity compensation plan, employees, non-employee members of the board of directors and consultants may be awarded stock options to purchase shares of common stock. Options may be incentive stock options designed to satisfy the requirements of Section 422 of the U.S. Internal Revenue Code, or non-statutory stock options which do not meet those requirements. If options expire or are terminated, then the underlying shares will again become available for awards under the equity compensation plan.
The equity compensation plan is administered by the compensation committee of the board of directors. This committee has complete discretion to:
·
determine who should receive an award;
·
determine the type, number, vesting requirements and other features and conditions of an award;
·
interpret the equity compensation plan; and
·
make all other decisions relating to the operation of the equity compensation plan.
The exercise price for non-statutory and incentive stock options granted under the equity compensation plan may not be less than 100% of the fair market value of the common stock on the option grant date. The compensation committee may also accept the cancellation of outstanding options in return for a grant of new options for the same or a different number of shares at the same or a different exercise price.
If there is a change in our control, an unvested award will immediately become fully exercisable as to all shares subject to an award. A change in control includes:
·
a merger or consolidation after which our then current stockholders own less than 50% of the surviving corporation;
·
a sale of all or substantially all of our assets; or
·
an acquisition of 50% or more of our outstanding stock by a person other than a corporation owned by our stockholders in substantially the same proportions as their stock ownership in us.
In the event of a merger or other reorganization, outstanding stock options will be subject to the agreement of merger or reorganization, which may provide for:
·
the assumption of outstanding awards by the surviving corporation or its parent;
·
their continuation by us if we are the surviving corporation;
·
accelerated vesting; or
·
settlement in cash followed by cancellation of outstanding awards.
The board of directors may amend or terminate the equity compensation plan at any time. Amendments are subject to stockholder approval to the extent required by applicable laws and regulations. The equity compensation plan will continue in effect unless otherwise terminated by the board of directors.
Equity compensation plan information as of December 31, 2005 | ||||||||
Plan category | Number of securities to be issued upon exercise of outstanding options and warrants | Weighted-average exercise price of outstanding options and warrants | Number of securities remaining available for future issuance under equity compensation plans (1) | |||||
Equity compensation plan approved by security holders | 479,250 | $5.28 | 20,508 | |||||
Equity compensation plans not approved by security holders | - | - | - | |||||
Total | 479,250 | $5.28 | 20,507 | |||||
Beneficial Ownership of Common Stock
The following table sets forth information regarding beneficial ownership of our common stock as of March 31, 2006, by:
·
each of our executive officers and directors;
·
all executive officers and directors as a group; and
·
each person who is known by us to beneficially own more than 5% of our outstanding common stock.
Shares of common stock not outstanding but deemed beneficially owned because an individual has the right to acquire the shares of common stock within 60 days, including shares issuable upon conversion of preferred stock, are treated as outstanding when determining the amount and percentage of common stock owned by that individual and by all directors and executive officers as a group. The address of each executive officer and director is Suite 2200, 500 – 4th Avenue S.W. Calgary, Alberta, Canada, T2P 2V6. The address of other beneficial owners is set forth below.
Name of beneficial owner | Shares beneficially owned prior to this offering | Percentage of shares outstanding | ||||
Prior to this offering | After this offering | |||||
Executive officers and directors: | ||||||
H. S. (Scobey) Hartley | 48,833 (1) | 0.95 % | 0541 % | |||
Joanne R. Finnerty | 34,621 (2) | 0.68 % | 0.38 % | |||
Thomas J. Jacobsen | 172,391 (3) | 3.38 % | 1.91 % | |||
Reuben Sandler, Ph.D. | 99,625 (4) | 1.95% | 1.10 % | |||
Reginald Greenslade | 138,876 (5) | 2.13 % | 1.20 % | |||
Donald P. Wells | 30,000 (6) | 0.59% | 0.33% | |||
Joseph W. Skeehan | 48,908 (7) | 0.96 % | 0.54 % | |||
All executive officers and directors as a group (7 persons) | 545,714 | 10.72 % | 6.06 % | |||
Stockholders owning 5% or more: n/a | ||||||
(1) Beneficial ownership includes of 30,000 shares of common stock underlying stock options, 10,000 common stock warrants exercisable at $5.00 and 8,833 shares of common stock. (2) Beneficial ownership includes of 30,000 shares of common stock underlying stock options, 2,000 common stock warrants exercisable at $5.00 and 2,621 shares of common stock. (3) Includes 30,000 shares of common stock underlying stock options, 69,633 shares of common stock 57,133 shares of common stock underlying warrants issuable upon exercise of warrants at $5.00 per share, 3,125 shares of common stock issuable upon exercise of warrants at $6.00 per share and 12,500 shares of common stock issuable upon exercise of warrants at $4.25 per share. (4) Includes 30,000 shares of common stock underlying stock options, 28,375 shares of common stock 10,000 shares of common stock underlying warrants issuable upon exercise of warrants at $5.00 per share, 6,250 shares of common stock issuable upon exercise of warrants at $6.00 per share and 25,000 shares of common stock issuable upon exercise of warrants at $4.25 per share. (5) Includes 30,000 shares of common stock underlying stock options, 61,938 shares of common stock 46,938 shares of common stock underlying warrants issuable upon exercise of warrants at $5.00 per share. (6) Beneficial ownership consists of 30,000 shares of common stock underlying stock options. (7) Includes 40,000 shares of common stock underlying stock options, 4,454 shares of common stock 4,454 shares of common stock underlying warrants issuable upon exercise of warrants at $5.00 per share. | ||||||
Item 13: Certain Relationships and Related Transactions
This section describes the transactions we have engaged in with persons who were our directors or officers at the time of the transaction, and persons or entities known by us to be the beneficial owners of 5% or more of our common stock since our incorporation on July 16, 2004.
Business Relationships with JED and Enterra
Agreement of Business Principles: We entered into the 2nd Amended and Restated Agreement of Business Principles with JED and Enterra Energy Trust, effective August 1, 2004. Under the agreement, JED and Enterra shall offer farm-outs to us of exploratory drilling prospects, and we shall offer farm-outs to JED of developed drilling prospects from Enterra and us. The agreement contemplates that we will pursue exploratory drilling, JED will pursue development drilling, and Enterra will pursue developed and producing assets. Under the agreement, if we accept a farm-in, we will pay all of the exploration drilling costs and will earn 70%, or a mutually agreeable percentage, of the interest in the producing zones of the wells we drill. This agreement may provide us with exploration projects developed by JED and Enterra and not just those we identify independently. Under our farm-outs to JED, JED will pay all of the drilling costs and will earn 70%, or a mutually agreeable percentage, of our interest in the producing zones of the wells drilled under the farm-out. This arrangement provides us with the potential for a carried working interest in new wells for which we will have no costs.
We have also agreed that Enterra has the right of first refusal to purchase our interests when we determine that we wish to sell. The agreement provides that the price for our interest is to be the same consideration as offered under a bona fide third party offer, or if there is no such offer, as determined by an independent engineering report prepared by a mutually agreeable independent engineering firm. We believe these arrangements will permit us to concentrate on our business plan of exploratory drilling, possibly provide a buyer for our interests as they are developed and possibly further development drilling in which we may be able to retain a reduced interest at no additional cost to us.
We believe the terms of the 2nd Amended and Restated Agreement of Business Principles are equivalent to those we could obtain from unaffiliated third parties. The agreement requires independent engineering evaluations as a basis for the valuation of any purchase of a prospect. Nevertheless, under the business principles agreement we may receive proceeds from the sale of our exploration prospects that are less than we might have obtained from unaffiliated third parties.
Services Agreements: We entered into a Technical Services Agreement with JED effective January 1, 2004 under which JED provided us with all personnel, office space and equipment on an as needed basis. The agreement provided that JED will bill us at its cost, including overhead allocation, for all management, operating, administrative and support services. These services include engineering, geological and geophysical analysis, joint venture land activities, drilling operations, well and facility operations, marketing, corporate and business management, planning and budgeting, finance and treasury functions, accounting functions (including general, production and revenue and joint venture accounting, financial reporting, regulatory filing and reporting, corporate and commodity tax, and internal and joint venture audit), payroll, purchasing, human resources, legal services, insurance and risk management, government and regulatory affairs, computer services and information management, administrative services and record keeping, office services and leasing. The Technical Services Agreement was terminated and replaced by a Joint Services Agreement at January 1, 2006 and JED continues to provide these services to us. The Joint Services Agreement may be terminated by either party with 30 days notice.
Total expenses incurred under this agreement during 2005 was $442,667.
Interpersonal Relationships with JED and Enterra: The senior officers and some of the directors of JED, Enterra and JMG have equity ownership in all three entities and hold the following executive positions and/or directorships:
• H. S. (Scobey) Hartley is our Chief Executive Officer, President, and is a director of Enterra. Mr. Hartley has announced that he will not stand for re-election to the Board of Enterra at the 2006 annual general meeting. Mr Hartley passed away June 6, 2006.
• Thomas J. Jacobsen is a director of JMG, and is Chief Executive Officer and a director of JED.
• Reg J. Greenslade is Chairman of the JMG board, and is Chairman of the JED board
Proposed Merger with JED: JMG and JED announced in January, 2006 that they are pursuing a possible merger in which JMG would merge with a wholly-owned subsidiary of JED in the U.S., and JMG’s securities would be exchanged for securities of JED on the basis of two-thirds of a JED common share for each JMG common share.
JED: JED was formed as an Alberta, Canada corporation in September 2003. JED is a publicly traded American Stock Exchange listed company that develops and operates oil and natural gas properties primarily in western Canada.
Enterra: Enterra Energy Trust is an open-ended income trust formed under the laws of Alberta, Canada in October 2003. Trust units of Enterra publicly trade on the New York Stock Exchange and Toronto Stock Exchange. It is administered by Enterra Energy Corp. and “Enterra” as used herein may refer to Enterra Energy Trust or Enterra Energy Corp.
Conflicts of Interest Policies
All transactions between us and any of our officers, directors, or 5% stockholders must be on terms no less favorable than could be obtained from independent third parties. Our bylaws require that a majority of disinterested directors is required to approve any proposal in which any of our officers or directors have a principal or other interest.
Other than as described in this section, there are no material relationships between us and any of our directors, executive officers or known holders of more than 5% of our common stock.
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, JMG Exploration Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
June 29, 2006
JMG Exploration Inc.
By:/s/ Joanne R. Finnerty
Joanne R. Finnerty
Chief Financial Officer
3
