EXHIBIT 99(b)
NOTICE OF GUARANTEED DELIVERY
OFFER TO EXCHANGE
7 1/2% SENIOR SUBORDINATED NOTES DUE 2013
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OUTSTANDING
7 1/2% SENIOR SUBORDINATED NOTES DUE 2013
OF
DENBURY RESOURCES INC.
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (1)
Certificates for the 7 1/2% Senior Subordinated Notes due 2013 (the "Old Notes")
of Denbury Resources Inc., a Delaware corporation (the "Company"), being
tendered are not immediately available, or (2) time will not permit the Old
Notes, the Letter of Transmittal or any other required documents to be delivered
to The Chase Manhattan Bank (the "Exchange Agent") on or prior to 5:00 p.m., New
York City time, on the expiration date referred to in the Prospectus defined
below or (3) the procedures for delivery by book-entry transfer cannot be
completed on a timely basis. This Notice of Guaranteed Delivery may be delivered
by hand, overnight courier or mail, or by facsimile transmission, to the
Exchange Agent at the address set forth below. See "The Exchange
Offer -- Procedures for Tendering" in the Prospectus.
The Exchange Agent For The Exchange Offer Is:
JPMORGAN CHASE BANK
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By Hand, Overnight Courier or Facsimile Transmissions
Registered or Certified Mail: (Eligible Institutions Only):
JPMorgan Chase Bank (713) 577-5200
600 Travis
Suite 1150 For Questions, Information or to
Houston, Texas 77002 Confirm Receipt Call:
Attn: Ms. Rebecca A. Newman Ms. Rebecca A. Newman
(713) 216-4931
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Denbury Resources Inc. (the "Company"),
upon the terms and subject to the conditions set forth in the Prospectus dated
, 2003 (as the same may be amended or supplemented from time to time,
the "Prospectus"), and the related Letter of Transmittal (which together
constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the
aggregate principal amount of the Old Notes set forth below pursuant to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Procedures for Tendering."
Aggregate principal
amount tendered*: $
-----------------------------
Certificate No(s).
of Old Notes
(if available):
-----------------------------
Aggregate principal
amount represented by the
Old Notes Certificate(s): $
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- ---------------
* Must be in integral multiples of $1,000.
IF THE OLD NOTES WILL BE TENDERED BY
BOOK-ENTRY TRANSFER, PLEASE PROVIDE THE
FOLLOWING INFORMATION:
DTC Account Number:
----------------------------
Please print the following information:
- ------------------------------------------------
- ------------------------------------------------
(Name(s) of Registered Holder(s))
- ------------------------------------------------
- ------------------------------------------------
(Address)
- ------------------------------------------------
- ------------------------------------------------
(City, State and Zip)
- ------------------------------------------------
(Area Code and Telephone Number)
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
PLEASE SIGN HERE
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x ----------------------------------------- -----------------------------------------
x ----------------------------------------- -----------------------------------------
(Signature(s) of Owner(s) or (Date)
Authorized Signatory)
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THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (1) a bank; (2) a
broker, dealer, municipal securities broker or dealer or government securities
broker or dealer; (3) a credit union; (4) a national securities exchange,
registered securities association or clearing agency; or (5) a savings
association that is a participant in a Securities Transfer Association (each of
the foregoing being referred to as an "Eligible Institution"), hereby guarantees
to deliver to the Exchange Agent, at its address set forth above, either the Old
Notes tendered hereby in proper form for transfer, or confirmation of the
book-entry transfer of such Old Notes to the Exchange Agent's account at The
Depositary Trust Company ("DTC") pursuant to the procedures for book-entry
transfer set forth in the Prospectus, in either case together with one or more
properly completed and duly executed Letter(s) of Transmittal (or facsimile
thereof or, instead, Agent's Message) and any other required documents within
three New York Stock Exchange trading days after the date of the execution of
this Notice of Guaranteed Delivery.
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- --------------------------------------------- ---------------------------------------------
Name of Firm Authorized Signature
- --------------------------------------------- ---------------------------------------------
Address Title
- --------------------------------------------- ---------------------------------------------
Zip Code Type or Print Name
- --------------------------------------------- ---------------------------------------------
Area Code and Telephone Number Date
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NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD ONLY BE SENT WITH THE LETTER OF TRANSMITTAL.
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